Common use of Purchase Price and Purchase Price Adjustment Clause in Contracts

Purchase Price and Purchase Price Adjustment. Purchase Price. In consideration for the sale, assignment, transfer and delivery of the Acquired Assets by the Sellers to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing pursuant to Section 3.3 hereof and after the Closing pursuant to Sections 3.1 and 3.4 hereof (as so adjusted, the "Purchase Price") in the manner set forth below: Thirty-Seven Million Dollars ($37,000,000) in cash (the "Closing Cash Payment"), of which: an amount of cash (but in any event not more than Thirty-Seven Million Dollars ($37,000,000)) sufficient to fully repay all of the Indebtedness of the Sellers under the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to which a Lien may exist on any of the Acquired Assets shall be paid by the Purchaser on behalf of the Sellers at the Closing directly to the holders of such Indebtedness against receipt by the Sellers and the Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters shall be in customary form and shall otherwise be reasonably acceptable to the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing such Indebtedness; an amount of cash equal to One Hundred Thousand Dollars ($100,000) (which is intended to cover the fees and expenses of the Accounting Firm contemplated under Section 3.5 hereof) shall be paid by the Purchaser to the Escrow Agent to be held as part of the Working Capital Escrow Fund under the Escrow Agreement (the "Working Capital Escrow Cash"); the remainder shall be paid by the Purchaser directly to the Sellers at the Closing by wire transfer of immediately available funds; and Twelve Million Five Hundred Thousand Dollars ($12,500,000) in shares (as such shares may be reduced pursuant to the proviso below, the "Consideration Shares") of the Lifetime's common stock, par value $0.01 per share (the "Lifetime Common Stock"), of which, subject to the proviso below: Four million Dollars ($4,000,000) shall be paid by the Purchaser by delivery to the Escrow Agent, pursuant to the Escrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, of a number of shares (the "Working Capital

Purchase Price and Purchase Price Adjustment. Purchase Price. In consideration (a) Subject to Sections 2.3(b) and (c) hereof, the purchase price for the sale, assignment, transfer and delivery of the Acquired Assets by the Sellers to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing pursuant to Section 3.3 hereof and after the Closing pursuant to Sections 3.1 and 3.4 hereof (as so adjusted, the "Purchase Price") in the manner set forth below: Thirty-Seven shall be Forty Million Dollars ($37,000,000) in cash (the "Closing Cash Payment"40,000,000), of whichpayable as follows at Closing or as otherwise provided: an amount of cash (but in any event not more than Thirty-Seven i) Twenty Million Dollars ($37,000,000)20,000,000) sufficient to fully repay all of the Indebtedness of the Sellers under the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to which a Lien may exist on any of the Acquired Assets shall be paid by the Purchaser on behalf of the Sellers at the Closing directly to the holders of such Indebtedness against receipt by the Sellers and the Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters shall be in customary form and shall otherwise be reasonably acceptable to the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing such Indebtedness; an amount of cash equal to One Hundred Thousand Dollars ($100,000) (which is intended to cover the fees and expenses of the Accounting Firm contemplated under Section 3.5 hereof) shall be paid by the Purchaser to the Escrow Agent to be held as part of the Working Capital Escrow Fund under the Escrow Agreement (the "Working Capital Escrow Cash"); the remainder shall be paid by the Purchaser directly to the Sellers at the Closing by wire transfer of immediately available funds; and Twelve , plus (ii) a fixed number of shares of PCC Common Stock (the "PCC Stock Consideration") equal to (x) Ten Million Five Hundred Thousand Dollars ($ 1 0,000,000) divided by (y) the arithmetic average of the closing prices per share of PCC Common Stock as reported on the American Stock Exchange for the sixty (60) consecutive trading days commencing on the first trading day following the date of execution of this Agreement, plus (iii) a contingent payment (the "Contingent Cash Payment"), equal to Ten Million Dollars ($12,500,00010,000,000), payable in the event of an Affirmative Decision in the case of Turnxx Xxxadcasting Systems. Inc. v. FCC, No. 95-922 ("Turnxx x. FCC") on the later to occur of (x) the Closing Date and (y) thirty (30) days after any Final Decision that constitutes an Affirmative Decision. (b) Notwithstanding Section 2.3(a) hereof, in shares (as such shares may the event that there is any ruling by the United States Supreme Court in Turnxx x. FCC which is not an Affirmative Decision, then the aggregate Purchase Price set forth in Section 2.3(a) hereof payable to Sellers shall be reduced to Thirty Million Dollars ($30,000,000), such adjustment to be effected as follows: (i) If the adjustment required to be made to the Purchase Price arises on or before the Closing Date, then Sellers may elect to adjust the Purchase Price by (x) terminating PCC's obligation to issue the PCC Stock Consideration and electing that the Contingent Cash Payment be made at Closing or (y) terminating Buyer's obligation to make the Contingent Cash Payment, or (ii) if the adjustment required to be made to the Purchase Price arises after the Closing, then, within thirty (30) days after such decision, Sellers may elect to adjust the Purchase Price by (x) returning all of the shares of PCC Stock Consideration issued to Sellers at Closing upon the payment by Buyer to Sellers of the Contingent Cash Payment or (y) terminating the Buyer's obligation to make the Contingent Cash Payment. An election by Sellers to receive the Contingent Cash Payment or PCC Stock Consideration under this Section 2.3(b) shall be irrevocable once made, and any adjustment to the Purchase Price shall be made solely pursuant to Section 2.3(c), if applicable. (c) In the proviso belowevent the decision in Turnxx x. FCC is not an Affirmative Decision, but nevertheless such decision (a "Non-Discretionary Carriage Decision!") results in the actual nondiscretionary requirement of carriage, or continuation of carriage, of the Station (not on an interim or temporary basis) by one or more cable television systems through no effort of the Station other than its election to be so carried (the cable homes on the cable television systems carrying the Station as a result of any such Non-Discretionary Carriage Decision being referred to herein as "Non-Discretionary Carriage Homes"), the "Consideration Shares"Purchase Price set forth in Section 2.3(b) shall be increased by either (i) if Sellers shall have elected option 2.3(b)(i)(y) or 2.3(b)(ii)(y) above, then an amount in cash equal to the product of (w) Ten Million Dollars ($10,000,000.00) and (x) a fraction whose numerator is the Lifetime's common stock, par value $0.01 per share total number of Non-Discretionary Carriage Homes and the denominator of which is 1,301,430 (the "Lifetime Common StockAdjustment Factor") or (ii) if Sellers shall have elected option 2.3(b)(i)(x) or 2.3(b)(ii)(x), of which, subject to the proviso below: Four million Dollars ($4,000,000) shall be paid by the Purchaser by delivery to the Escrow Agent, pursuant to the Escrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, of a number of shares of PCC Common Stock equal to the product of (Y) the "Working CapitalPCC Stock Consideration and (Z) the Adjustment Factor, it being the intention of the parties hereto that under no circumstances shall Buyer be required to pay more than Thirty Million Dollars ($30,000,000.00) of the Purchase Price, as adjusted pursuant to this Section 2.3(c), in cash. Any increase to the Purchase Price required to be made pursuant to the preceding sentence shall be made on the later to occur of the Closing Date and the date that is thirty (30) days after any Final Decision that constitutes a Non-Discretionary Carriage Decision.

Purchase Price and Purchase Price Adjustment. Purchase Price. In consideration for the sale, assignment, transfer sale and delivery of the Acquired Assets by the Sellers Shares, BUYER hereby agrees to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing pursuant to Section 3.3 hereof and after the Closing pursuant to Sections 3.1 and 3.4 hereof a total purchase price of $3,500,000.00 (as so adjusted, the "Purchase Price") to SELLERS and NCT, payable as follows: (a) BUYER shall pay SELLERS the sum of $1,912,500.00 at Closing by check or wire transfer of readily available funds. (b) BUYER shall pay NCT the sum of $337,500.00 at Closing by check or wire transfer of readily available funds. (c) The balance of the Purchase Price shall be paid pursuant to the terms of two (2) Promissory Notes of BUYER (each, a “Note” and collectively, the “Notes”) the first of which shall be payable to SELLERS in the manner set forth below: Thirty-Seven Million Dollars ($37,000,000) in cash (the "Closing Cash Payment"), of which: an amount of cash $1,062,500.00 and the second of which shall be payable to NCT in the amount of $187,500.00. The Notes shall bear interest at eight percent (but in 8%) with interest only payments payable quarterly and the entire balance of interest and principal shall be all due and payable thirty six (36) months after the Closing. The Notes shall have a Due on Sale clause relative to any event not more than Thirty-Seven Million Dollars ($37,000,000)) sufficient to fully repay sale of all or substantially all of the Indebtedness assets or stock of BUYER or BUYER’s parent, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (“GEM NEVADA”), or BUYER’s sale of ISLAND stock to an entity in which BUYER or its affiliates do not have a controlling interest. The Notes shall provide that there shall be a partial principal payment at the end of the Sellers under Contingent Period (as defined in Section 3 below) of up to (i) $637,500 with respect to the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to which a Lien may exist on any Note in favor of the Acquired Assets SELLERS and (ii) $112,500 with respect to the Note in favor of NCT. The Notes shall be paid guaranteed by the Purchaser on behalf GEM NEVADA. The Note in favor of the Sellers at the Closing directly to the holders of such Indebtedness against receipt by the Sellers and the Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters SELLERS shall be in customary the form of Exhibit A attached hereto and shall otherwise be reasonably acceptable to the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing GEM NEVADA’s Guarantee of such Indebtedness; an amount of cash equal to One Hundred Thousand Dollars ($100,000) (which is intended to cover the fees and expenses of the Accounting Firm contemplated under Section 3.5 hereof) Note shall be paid by in the Purchaser to the Escrow Agent to be held as part form of the Working Capital Escrow Fund under the Escrow Agreement (the "Working Capital Escrow Cash"); the remainder Exhibit B attached hereto. The Note in favor of NCT shall be paid by in the Purchaser directly to the Sellers at the Closing by wire transfer form of immediately available funds; Exhibit A-1 attached hereto and Twelve Million Five Hundred Thousand Dollars ($12,500,000) in shares (as GEM NEVADA’s Guarantee of such shares may be reduced pursuant to the proviso below, the "Consideration Shares") of the Lifetime's common stock, par value $0.01 per share (the "Lifetime Common Stock"), of which, subject to the proviso below: Four million Dollars ($4,000,000) Note shall be paid by in the Purchaser by delivery to the Escrow Agent, pursuant to the Escrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, form of a number of shares (the "Working CapitalExhibit B-1 attached hereto.

Purchase Price and Purchase Price Adjustment. Purchase Price2.2.1. In consideration The purchase price for the sale, assignment, transfer Purchased Interests (the "PURCHASE PRICE") shall equal Thirty Million Six Hundred and delivery of Fifty Thousand Dollars ($30,650,000) (the Acquired Assets by the Sellers to the Purchaser, and upon the terms and subject to the conditions contained herein, the Purchaser shall pay to the Sellers the following at the Closing, subject to increase or reduction before the Closing "INITIAL PURCHASE PRICE") as such amount is adjusted pursuant to Section 3.3 hereof 2.2.2, 2.2.3 and after Section 2.4.3. 2.2.2. Attached as Exhibit VIII is an example of an ESTIMATED ADJUSTMENT STATEMENT that sets forth as of the Closing pursuant Date: (i) a good faith estimate of all accrued liabilities of SDC (including, without limitation, any liabilities for Taxes, any legal fees or other amounts owed to Sections 3.1 GECC, any outstanding principal and 3.4 hereof (as so adjusted, the "Purchase Price") in the manner set forth below: Thirty-Seven Million Dollars ($37,000,000) in cash (the "Closing Cash Payment"), accrued interest of which: an amount of cash (but in any event not more than Thirty-Seven Million Dollars ($37,000,000)) sufficient to fully repay all of the Indebtedness of the Sellers under the CapitalSource Facility, under any other bank or revolving credit facility and under any other arrangement pursuant to which a Lien may exist on any of the Acquired Assets shall be paid by the Purchaser on behalf of the Sellers at the Closing directly to the holders of such Indebtedness against receipt by the Sellers indebtedness and the Purchaser of payoff letters duly executed by the lenders of such Indebtedness, which payoff letters shall be in customary form and shall otherwise be reasonably acceptable SDC Reclamation Fund Payable) other than up to the Purchaser, together with documentation reasonably acceptable to the Purchaser releasing any Liens securing such Indebtedness; an amount of cash equal to One Million One Hundred Thousand Dollars ($100,0001,100,000) (which is intended to cover the fees and expenses of the Accounting Firm contemplated under Section 3.5 hereof) shall be paid by the Purchaser to the Escrow Agent to be held as part indebtedness of the Working Capital Escrow Fund SDC under the Escrow Agreement TIC Note (the "Working Capital Escrow CashLIABILITIES"); (ii) a good faith estimate of the remainder accrued gross revenues of SDC that will not have been received prior to the Closing Date ("ACCOUNTS RECEIVABLE"); (iii) the expenses of SDC that have been paid in advance (including property Taxes but excluding insurance) as prorated for the period following the Closing Date ("PREPAID EXPENSES"); and (iv) the Escrow Reserve Account Balances as of Closing and the calculation of any Escrow Reserve Account Excess or Escrow Reserve Account Shortfall. By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Purchaser shall prepare and deliver to Sellers an updated ESTIMATED ADJUSTMENT STATEMENT. The updated Estimated Adjustment Statement will be prepared on a basis consistent with the Financial Statements. Upon Purchaser's request Sellers will furnish Purchaser with the relevant Books and Reports and other information of Sellers and SDC reasonably necessary for Purchaser to prepare the updated Estimated Adjustment Statement. This good faith Estimated Adjustment Statement will be prepared solely based on, and in a form similar to, the most recent Financial Statements prepared by STEAMBOAT II & III SALE AND PURCHASE AGREEMENT Sellers and on the financial condition of SDC on that third business day prior the scheduled Closing Date and provided to Purchaser hereunder, which shall be paid prepared in good faith and in accordance with GAAP. 2.2.3. If the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth thereon, the Initial Purchase Price will be reduced by the Purchaser directly an amount equal to the Sellers at excess. If the Closing sum of the Accounts Receivable, the Prepaid Expenses and the Escrow Reserve Account Excess, if any, as set forth on the Estimated Adjustment Statement exceeds the sum of the Liabilities and the Escrow Reserve Account Shortfall, if any as set forth thereon, the Initial Purchase Price will be increased by wire transfer of immediately available funds; and Twelve Million Five Hundred Thousand Dollars ($12,500,000) in shares (as such shares may be reduced pursuant an amount equal to the proviso below, the "Consideration Shares") of the Lifetime's common stock, par value $0.01 per share (the "Lifetime Common Stock"), of which, subject to the proviso below: Four million Dollars ($4,000,000) shall be paid by the Purchaser by delivery to the Escrow Agent, pursuant to the Escrow Agreement to be executed and delivered pursuant to Section 3.8 hereof, of a number of shares (the "Working Capitalexcess.