Common use of Purchase Price for the Shares Clause in Contracts

Purchase Price for the Shares. (a) The aggregate purchase price to be paid by the Buyer for all of the Shares (the "Purchase Price") shall be equal to 80% of the product of (i) $250.00 and (ii) the number of enrolled risk members of the Company as reflected in the final enrollment data provided by the New Jersey Division of Medical Assistance and Health Services with respect to the Closing Date, subject to adjustment pursuant to Subsections 6.1 and 6.8 (together, the "Closing Adjustments") and subject to reduction after the Closing Date pursuant to Section 8. (b) The Purchase Price shall be payable in cash, by wire transfers of immediately available funds, as follows: (i) on the Closing Date (or, if the Closing Date is not a business day, then the next succeeding business day), the Buyer shall deliver to Fleet Bank, N.A., as escrow agent (the "Escrow Agent"), the sum of $5,500,000 to be held in an interest-bearing escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT B (the "Escrow Agreement"), as a reserve to satisfy any and all or part of any reduction in the Purchase Price pursuant to Section 8; and (ii) on the second business day following the date on which the New Jersey Division of Medical Assistance and Health Services provides the data referred to in paragraph (a) of this Subsection 1.2 (but no earlier than the date of the payment pursuant to the preceding clause (i)), (A) the Buyer shall deliver to the Stockholder an amount equal to the Purchase Price less (1) $5,500,000 and (2) the amount of the Closing Adjustments or (B) in the event the Closing Adjustments exceed an amount equal to the Purchase Price less $5,500,000, then the Stockholder shall deliver to the Buyer an amount equal to (1) the Closing Adjustments less (2) the Purchase Price less $5,500,000. (c) In the event of an adjustment in the Purchase Price as the result of one or both Closing Adjustments, the parties agree that it is in their mutual best interests for the Buyer to contribute to the Company an amount in cash equal to the aggregate amount of the Closing Adjustments. The Buyer hereby agrees that (i) to the extent a Closing Adjustment results in the payment of an amount in cash to the Buyer by the Stockholder, the Stockholder shall make such payment to the Company, on behalf of the Buyer and in satisfaction of the Buyer's obligations under this paragraph (c) with respect to such amount and (ii) to the extent a Closing Adjustment results in a reduction in the Purchase Price but not a payment of cash to the Buyer, the Buyer shall deliver to the Company the amount of such Closing Adjustment in cash on the date of the payment pursuant to paragraph (b) of this Subsection 1.2. (d) As a condition to the Closing, the parties shall agree upon, for purposes of calculating the amount of any Closing Adjustment pursuant to Subsection 6.1 and for purposes of determining certain Damages under Section 8, a procedure for the preparation, by no later than the date of the payment pursuant to clause (b)(ii) of this Subsection 1.2, of a mutually agreed upon balance sheet, including the amount of premium receivable and other receivable (the "Closing Receivables"), and related calculation of net worth of the Company as of the Closing. The balance sheet referred to in the preceding sentence shall be prepared in accordance with the actuarial and accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance and, for the purposes of preparing such balance sheet, no premium receivable with respect to a state supplemental delivery payment shall be booked until an outcome (i.e., a live birth, still birth or miscarriage occurring at the thirteenth week or greater of gestation) has occurred.

Purchase Price for the Shares. (a) The aggregate purchase price to be paid by the Buyer for all of the Shares (the "Purchase Price") shall be equal to 80% of the product In consideration of (i) $250.00 the sale of the Shares in accordance with the terms and conditions of this Agreement, of (ii) the number of enrolled risk members commitment of the Company Seller to assume and pay in accordance with Section 1.2.6(a) (ii) all of the Financial Indebtedness of all of the Companies as reflected of the Closing Date without charge, cost or other financial contribution or other obligation of the Companies in this respect, (iii) of the final enrollment data provided by commitment of the New Jersey Division Seller to pay to AIMDF the Liened Asset Receivables Amount as of Medical Assistance and Health Services with respect to the Closing Date, subject of (iv) the commitment of the Seller to adjustment pursuant cause AIMDF to Subsections 6.1 and 6.8 (together, repay the "Closing Adjustments") and subject sums owed to reduction after the Seller under the Current Account as of the Closing Date pursuant (the amount of such repayment hereinafter the "Current Account Amount") in an amount equal to Section 8. the Liened Asset Receivables Amount as of the Closing Date but in no event greater than the Current Account (bthe "Current Account Partial Repayment Amount"), to which commitments the Seller hereby agrees, and of (v) The Purchase Price the commitment of the Purchaser, acting on behalf of AIMDF, to repay to the Seller the amount corresponding to the remaining sums owed to the Seller under the Current Account as of the Closing Date after repayment by AIMDF to the Seller of the Current Account Partial Repayment Amount (the " Adjusted Current Account Amount"), the Purchaser shall be payable pay to the Seller in cash, by wire transfers of immediately available funds, as follows:accordance with the terms and conditions hereof the sum of (i) on the Closing Date Date, an amount equal to (or, if a) three hundred fifty million French Francs (FF 350,000,000) (the "Base Amount") less (b) the Financial Indebtedness Amount unpaid by the Seller at the Closing Date is not a business day, then and (c) less the next succeeding business day), Current Account Amount and plus (d) the Buyer shall deliver to Fleet Bank, N.A., as escrow agent Adjusted Current Account Amount (the "Escrow AgentINITIAL CONSIDERATION"), the sum of $5,500,000 to be held in an interest-bearing escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT B (the "Escrow Agreement"), as a reserve to satisfy any and all or part of any reduction in the Purchase Price pursuant to Section 8; and (ii) on the second business day following the date on which the New Jersey Division of Medical Assistance and Health Services provides the data referred to in paragraph (a) of this Subsection 1.2 (but no earlier than the date of the payment pursuant to the preceding clause (i)), (A) the Buyer shall deliver to the Stockholder an amount equal to eighty million French Francs (FF 80,000,000) (the Purchase Price less "DEFERRED CONSIDERATION") as adjusted, if applicable, pursuant to Section 1.2.2 (1the "NET ASSETS ADJUSTMENT") $5,500,000 and pursuant to Section 1.2.3 (2) the amount "EBITDA ADJUSTMENT"); the sum of the Closing Adjustments or (B) in the event the Closing Adjustments exceed an amount equal to the Purchase Price less $5,500,000, then the Stockholder shall deliver to the Buyer an amount equal to (1) the Closing Adjustments less (2) the Purchase Price less $5,500,000. (c) In the event of an adjustment in the Purchase Price as the result of one or both Closing Adjustments, the parties agree that it is in their mutual best interests for the Buyer to contribute to the Company an amount in cash equal to the aggregate amount of the Closing Adjustments. The Buyer hereby agrees that (i) to the extent a Closing Adjustment results in the payment of an amount in cash to the Buyer by the StockholderInitial Consideration, the Stockholder shall make such payment to the Company, on behalf of the Buyer and in satisfaction of the Buyer's obligations under this paragraph (c) with respect to such amount and (ii) to the extent a Closing Adjustment results in a reduction in Deferred Consideration adjusted, as the Purchase Price but not a payment of cash to the Buyercase may be, the Buyer shall deliver to the Company the amount of such Closing Adjustment in cash on the date of the payment pursuant to paragraph (b) of this Subsection 1.2. (d) As a condition to the ClosingSections 1.2.2 and 1.2.3, the parties shall agree upon, for purposes of calculating the amount of any Closing Adjustment pursuant to Subsection 6.1 and for purposes of determining certain Damages under Section 8, a procedure for the preparation, by no later than the date of the payment pursuant to clause (b)(ii) of this Subsection 1.2, of a mutually agreed upon balance sheet, including the amount of premium receivable and other receivable (the "Closing Receivables"), and related calculation of net worth of the Company as of the Closing. The balance sheet being referred to in this Agreement as the preceding sentence shall be prepared in accordance with the actuarial and accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance and, for the purposes of preparing such balance sheet, no premium receivable with respect to a state supplemental delivery payment shall be booked until an outcome (i.e., a live birth, still birth or miscarriage occurring at the thirteenth week or greater of gestation) has occurred"SHARES PURCHASE PRICE".

Purchase Price for the Shares. (a) The aggregate purchase price to be paid by the Buyer for all of the Shares shall be an amount (the "Cash Purchase Price") shall be equal to 80% One Million Three Hundred and Eighty-Five Thousand Canadian Dollars (Cdn $1,385,000), less $600,5421.18, representing the amount of the product of (i) $250.00 all outstanding shareholders' debentures, bank indebtedness and (ii) the number of enrolled risk members all other indebtedness of the Company for borrowed money, including all prepayment penalties and accrued interest, if any, payable as reflected a result of the payment in the final enrollment data provided by the New Jersey Division full of Medical Assistance and Health Services with respect to such debentures, bank or other indebtedness at the Closing Date(collectively, subject but specifically excluding the liability (approximately $40,000) in respect of the marketing services fee payable to adjustment pursuant to Subsections 6.1 and 6.8 Extendicare (togetherCanada) Inc., the "Closing AdjustmentsIndebtedness") and subject to reduction after the Closing Date pursuant to Section 8. (b) ). The Cash Purchase Price shall be payable in cash, by wire transfers the manner described in paragraphs (b) and (c) of immediately available funds, as follows:this Subsection 1.03. (ib) on At the Closing Date (or, if the Closing Date is not a business day, then the next succeeding business day)Closing, the Buyer shall deliver to Fleet BankSilver, N.A.Xxxxx, as escrow agent (Sosnovitch, in trust for the "Escrow Agent")Stockholders, the sum of $5,500,000 to be held in an interest-bearing escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT B (the "Escrow Agreement"), as a reserve to satisfy any and all or part of any reduction in the Purchase Price pursuant to Section 8; and (ii) on the second business day following the date on which the New Jersey Division of Medical Assistance and Health Services provides the data referred to in paragraph (a) of this Subsection 1.2 (but no earlier than the date of the payment pursuant to the preceding clause (i)), (A) the Buyer shall deliver to the Stockholder an amount equal to the Cash Purchase Price Price, less $9,083.51, representing twenty-five percent (125%) $5,500,000 and (2) of the face amount of the Closing Adjustments Receivables (as defined below), in cash, by cashier's or (B) certified check, or by wire transfer of immediately available funds to an account designated by the Stockholders' Representative, for distribution to the Stockholders by Silver, Xxxxx, Sosnovitch in the event amounts set forth opposite each such Stockholder's name on Schedule 1 attached hereto. The amount of cash paid ---------- by the Buyer at the Closing Adjustments exceed an amount equal to the Purchase Price less $5,500,000, then the Stockholder shall deliver to the Buyer an amount equal to (1) the Closing Adjustments less (2) the Purchase Price less $5,500,000. (c) In the event of an adjustment in the Purchase Price as the result of one or both Closing Adjustments, the parties agree that it is in their mutual best interests for the Buyer to contribute to the Company an amount in cash equal to the aggregate amount of the Closing Adjustments. The Buyer hereby agrees that (i) to the extent a Closing Adjustment results in the payment of an amount in cash to the Buyer be further reduced by the Stockholder, the Stockholder shall make such payment to the Company, on behalf of the Buyer and in satisfaction of the Buyer's obligations under this paragraph (c) with respect to such amount and (ii) to the extent a Closing Adjustment results in a reduction in the Purchase Price but not a payment of cash to Cdn $75,000 deposit paid by the Buyer, which shall be applied against the Buyer shall deliver to Cash Purchase Price. For the Company the amount of such Closing Adjustment in cash on the date of the payment pursuant to paragraph (b) of this Subsection 1.2. (d) As a condition to the Closingpurposes hereof, the parties shall agree upon, for purposes of calculating the amount of any Closing Adjustment pursuant to Subsection 6.1 and for purposes of determining certain Damages under Section 8, a procedure for the preparation, by no later than the date of the payment pursuant to clause (b)(ii) of this Subsection 1.2, of a mutually agreed upon balance sheet, including the amount of premium receivable and other receivable (the "Closing Receivables"), and related calculation of net worth " shall mean the accounts receivable of the Company as of the Closing. The balance sheet referred Closing Date, as certified in writing to in the preceding sentence shall be prepared in accordance with Buyer by Xxxxxxx Xxxxxxxx, on behalf of the actuarial and accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance and, for the purposes of preparing such balance sheet, no premium receivable with respect to a state supplemental delivery payment shall be booked until an outcome (i.e., a live birth, still birth or miscarriage occurring at the thirteenth week or greater of gestation) has occurredStockholders.

Purchase Price for the Shares. (a) The aggregate purchase price per Share shall be cash in an amount equal to be paid Y.5,784,000,000 subject to any Adjustments (as defined in Section 1.4) (the "Base Price"), divided by the Buyer for all aggregate number of shares of Common Stock outstanding as of the Shares Closing (such per Share price multiplied by the total number of Shares, the "Purchase Price"). The Shares underlying the Aoyama Warrant (as defined in Section 8.11) shall be equal deemed to 80% be outstanding as of the product Closing, for purposes of (i) $250.00 and (ii) calculating the number of enrolled risk members of the Company as reflected in the final enrollment data provided by the New Jersey Division of Medical Assistance and Health Services with respect to the Closing Date, subject to adjustment pursuant to Subsections 6.1 and 6.8 (together, the "Closing Adjustments") and subject to reduction after the Closing Date pursuant to Section 8Purchase Price. (b) The Purchase Price shall be payable in cashAt the Closing, by wire transfers except as provided pursuant to the Indemnification Agreement dated as of immediately available funds, as follows: the date hereof between the Buyer and Hisanori Aoyama (i) on the Closing Date (or, if the Closing Date is not a business day, then the next succeeding business day"Aoyama Indemnification Agreement"), the Buyer shall deliver the Purchase Price, less the Escrow Amount (as defined in paragraph (c) below), to Fleet Bankthe Stockholders by wire transfer of immediately available funds in Japanese yen to the accounts that shall be designated by the Stockholders at least 5 business days prior to the Closing, N.A.provided that no Stockholder shall designate more than one account to which such Stockholder's funds are to be delivered. The yen amount to be delivered to each Stockholder, assuming no Adjustments are made, is set forth on Schedule I. (c) At the Closing, the Buyer shall deliver to State Street Bank and Trust Company, as escrow agent (the "Escrow Agent") cash in an amount equal to twelve percent (12%) of the Purchase Price (the "Escrow Amount"), the sum of $5,500,000 to be held in an interest-bearing escrow account (the "Escrow Reserve Account") pursuant to the terms of an escrow agreement among the Buyer, the Stockholders and the Escrow Agreement Agent in the form attached hereto as EXHIBIT Exhibit B (the "Escrow Agreement"), as a reserve to satisfy any and all or part of any reduction in the Purchase Price claims for indemnity pursuant to Section 8; and (ii) on the second business day following the date on which the New Jersey Division of Medical Assistance and Health Services provides the data referred to in paragraph (a) of this Subsection 1.2 (but no earlier than the date of the payment pursuant to the preceding clause (i)), (A) the Buyer shall deliver to the Stockholder an amount equal to the Purchase Price less (1) $5,500,000 and (2) the amount of the Closing Adjustments or (B) in the event the Closing Adjustments exceed an amount equal to the Purchase Price less $5,500,000, then the Stockholder shall deliver to the Buyer an amount equal to (1) the Closing Adjustments less (2) the Purchase Price less $5,500,000. (c) In the event of an adjustment in the Purchase Price as the result of one or both Closing Adjustments, the parties agree that it is in their mutual best interests for the Buyer to contribute to the Company an amount in cash equal to the aggregate amount of the Closing Adjustments. The Buyer hereby agrees that (i) to the extent a Closing Adjustment results in the payment of an amount in cash to the Buyer by the Stockholder, the Stockholder shall make such payment to the Company, on behalf of the Buyer and in satisfaction of the Buyer's obligations under this paragraph (c) with respect to such amount and (ii) to the extent a Closing Adjustment results in a reduction in the Purchase Price but not a payment of cash to the Buyer, the Buyer shall deliver to the Company the amount of such Closing Adjustment in cash on the date of the payment pursuant to paragraph (b) of this Subsection 1.210 hereof. (d) As a condition The Escrow Amount shall be deducted pro rata from the portion of the Purchase Price payable to the Closingeach Stockholder, the parties shall agree uponit being understood that, for purposes of calculating the amount of any Closing Adjustment pursuant to Subsection 6.1 and for purposes of determining certain Damages under Section 8, a procedure for the preparation, by no later than the date each Stockholder's pro rata share of the payment pursuant to clause (b)(ii) of this Subsection 1.2Escrow Amount, of a mutually agreed upon balance sheet, including the amount of premium receivable and other receivable (the "Closing Receivables"), and related calculation of net worth portion of the Company as Purchase Price payable to Hisanori Aoyama shall be determined without regard to the Aoyama Indemnification Agreement. Each Stockholder's proportionate share of the Closing. The balance sheet referred to in the preceding sentence shall be prepared in accordance with the actuarial and accounting practices prescribed or permitted by the State of New Jersey Department of Banking and Insurance and, for the purposes of preparing such balance sheet, no premium receivable with respect to a state supplemental delivery payment shall be booked until an outcome (i.e., a live birth, still birth or miscarriage occurring at the thirteenth week or greater of gestation) has occurred.Escrow Amount is set forth on Schedule I.

Purchase Price for the Shares. (a) The aggregate purchase price In consideration for the sale of the Shares, on the Closing Date the Buyer will: (i) pay by bank or certified check or by wire transfer pursuant to be paid instructions previously provided to the Buyer by the Buyer for all Stockholders in immediately available funds the sum of One Million Forty Thousand Dollars ($1,040,000) (subject to adjustment as provided below) (the "Cash Payment"); and (ii) execute and deliver to the Stockholders subordinated, secured promissory notes in favor of the Shares Stockholders in the aggregate principal amount of Two Million Dollars ($2,000,000) (the "Notes"), bearing interest at the Prime Rate as announced by NationsBank of Georgia, N.A. from time to time as its Prime Rate minus one-half of one percent (.50%), subject to the terms set forth and in the form attached hereto as Exhibit A. --------- The obligations of the Buyer set forth in (i) - (ii) above are hereinafter collectively referred to as the "Purchase Price") . The Purchase Price shall be equal to 80% allocated among the Stockholders in accordance with Schedule 2.02(a), based upon their respective ---------------- ownership of the product Shares as of (i) $250.00 and (ii) the number of enrolled risk members of the Company as reflected in the final enrollment data provided by the New Jersey Division of Medical Assistance and Health Services with respect to the Closing Date, subject to adjustment pursuant to Subsections 6.1 and 6.8 (together, the "Closing Adjustments") and subject to reduction after the Closing Date pursuant to Section 8. (b) The Purchase Price shall be payable in cash, by wire transfers of immediately available funds, as follows: adjusted (the "Net Worth Adjustment") based on the difference between the (i) the Net Worth (as defined below) as of July 31, 1997 (as set forth on Schedule 2.02(b)) and (ii) the Net Worth as of ---------------- the Closing Date (orDate, if increased by $60,000 to account for payments made in connection with the Closing Date redemption of the outstanding preferred stock of the Company in September 1997. If the Net Worth Adjustment is not a business daynegative, then the next succeeding cash portion of the Purchase Price shall be reduced on a dollar-for-dollar basis by the full amount of the Net Worth Adjustment. If the Net Worth Adjustment is positive, then within five (5) business day), days of such determination the Buyer shall deliver pay to Fleet Bankthe Stockholders, N.A., as escrow agent (the "Escrow Agent"), the sum of $5,500,000 to be held in an interest-bearing escrow account (the "Escrow Account") pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT B (the "Escrow Agreement"), as a reserve to satisfy any and all or part of any reduction in the Purchase Price pursuant to Section 8; and (ii) on the second business day following the date on which the New Jersey Division of Medical Assistance and Health Services provides the data referred to in paragraph (a) of this Subsection 1.2 (but no earlier than the date of the payment pursuant instructions previously provided to the preceding clause (i))Buyer by the Stockholders, (A) the Buyer shall deliver to the Stockholder an amount equal to the Purchase Price less (1) $5,500,000 and (2) the amount of the Closing Adjustments or (B) in the event the Closing Adjustments exceed an amount equal to the Purchase Price less $5,500,000, then the Stockholder shall deliver to the Buyer an amount equal to (1) the Closing Adjustments less (2) the Purchase Price less $5,500,000such positive amount. (c) As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Company will deliver to the Buyer a schedule setting forth the calculation of the Net Worth Adjustment (the "Adjustment Schedule"), together with the written report of Herfordt, Shelton, Xxxxxxx & Couch, P.C., the Company's independent certified public accountants, stating that, in their opinion, such schedule fairly states the Net Worth Adjustment in accordance with the provisions of this Agreement. The Buyer and KPMG Peat Marwick LLP, its independent certified public accountants, shall have the right to observe and comment upon the preparation of such schedule, which shall take place at the Buyer's expense on the Closing Date. Within sixty (60) days after delivery of the Adjustment Schedule, the Buyer may notify the Company in writing that such schedule does not, in the opinion of KPMG Peat Marwick LLP, fairly state the Net Worth Adjustment in accordance with the provisions of this Agreement, setting forth in full the respects in which it fails to do so and the reasons for reaching that conclusion. In the event that the Parties are unable to resolve any dispute so raised within sixty (60) days after delivery of an adjustment the Adjustment Schedule, they shall appoint a "big six" accounting firm acceptable to both of them, whose expenses will be shared equally by the Company and the Buyer. The third firm shall as promptly as possible determine whether the Adjustment Schedule fairly states, in accordance with the Purchase Price as the result provisions of one or both Closing Adjustmentsthis Agreement, the parties agree values of the items as to which the Buyer has taken issue and, if the third firm concludes that it is in their mutual best interests for the Buyer to contribute to the Company an amount in cash equal to the aggregate amount of the Closing Adjustments. The Buyer hereby agrees that (i) to the extent a Closing Adjustment results in the payment of an amount in cash to the Buyer by the Stockholder, the Stockholder shall make such payment to the Company, on behalf of the Buyer and in satisfaction of the Buyer's obligations under this paragraph (c) does not do so with respect to any of such amount and (ii) to the extent a Closing Adjustment results in a reduction in the Purchase Price but not a payment of cash to the Buyeritems, the Buyer shall deliver to the Company the amount value which in such firm's opinion does so. The determination of such Closing Net Worth Adjustment in cash by such third firm shall be conclusive and binding on the date of the payment pursuant to paragraph (b) of this Subsection 1.2parties hereto. (d) As a condition Within five (5) days after delivery of the report by such third firm or the settlement of any dispute, or within thirty-five (35) days following delivery of the Adjustment Schedule if no dispute exists, payment shall be made of the amount necessary to reflect the Closing, the parties shall agree upon, for Net Worth Adjustment. (e) For purposes of calculating the amount Net Worth Adjustment, the term "Net Worth" shall mean, as of any Closing Adjustment pursuant to Subsection 6.1 and for purposes of determining certain Damages under Section 8date, a procedure for the preparation, by no later than the date of the payment pursuant to clause (b)(ii) of this Subsection 1.2, of a mutually agreed upon balance sheet, including the amount of premium receivable and other receivable (the "Closing Receivables"), and related calculation of net worth of the Company stockholders' equity as of the Closing. The balance sheet referred to in the preceding sentence shall be prepared such date, calculated in accordance with GAAP, on a basis consistent with the actuarial and accounting practices prescribed or permitted by the State preparation of New Jersey Department of Banking and Insurance and, for the purposes of preparing such balance sheet, no premium receivable with respect to a state supplemental delivery payment shall be booked until an outcome (i.e., a live birth, still birth or miscarriage occurring at the thirteenth week or greater of gestation) has occurredSchedule 2.02(b).