Common use of Purchase Price; Payment of the Purchase Price Clause in Contracts

Purchase Price; Payment of the Purchase Price. (a) The purchase price for the Acquired Interests shall be the aggregate amount of Five Hundred Twenty Million Dollars ($520,000,000) in cash (the “Purchase Price”), subject to adjustment in accordance with Sections 3.3 and 3.4, plus the transfer of the Transferred Assets pursuant to Section 2.2. The Purchase Price payable in cash shall be payable as follows: $506,500,000 (the “Cash Purchase Price”), subject to adjustment in accordance with Sections 3.3 and 3.4, shall be payable at the Closing as provided in Section 3.3(c), and $13,500,000 (the “Deferred Purchase Price”) shall be payable as provided in Section 3.3(d). (b) On the Closing Date, if the Completion of the Rebuild of the San Xxxx System has not occurred (as finally determined pursuant to Section 7.13(d)), the Companies shall, at the Buyer’s option, either (i) deposit in cash, by wire transfer of immediately available funds, an amount equal to the Unpaid Cost to Complete the Rebuild to the Escrow Agent, to be held in a separate interest bearing rebuild escrow account (the “Rebuild Escrow Account”) pursuant to the Escrow Agreement, which funds (the “Rebuild Escrow Amount”) shall be applied to pay any remaining costs to complete the Rebuild of the San Xxxx System in accordance with Section 7.13, or (ii) pay that amount, in cash, by wire transfer of immediately available funds, to the Buyer as a reduction of the Purchase Price, in which case the Sellers shall no have no further obligations with respect to the Rebuild pursuant to Section 7.13 or otherwise. If (x) the Buyer elects to cause the Companies to deposit an amount equal to the Unpaid Cost to Complete the Rebuild in the Rebuild Escrow Account and (y) the Companies have insufficient cash on the Closing Date to make such deposit, then the Buyer shall remedy any such deficiency (the “Remaining Unpaid Cost”) by depositing an amount equal to the Remaining Unpaid Cost in the Rebuild Escrow Account and reducing the amount payable to the Sellers at the Closing pursuant to Section 3.2(c)(ii) by an equal amount. (c) On the Closing Date, the Buyer shall pay, by wire transfers of immediately available funds, an aggregate amount equal to the Cash Purchase Price, as preliminarily adjusted in accordance with Sections 3.3 and 3.4(a), as follows: (i) The Buyer shall deliver or cause to be delivered to the Escrow Agent an amount equal to $25,000,000, to be held by the Escrow Agent in a separate interest bearing account (the “Indemnity Escrow Account”) pursuant to the Escrow Agreement, which funds (together with interest thereon) shall be paid in whole or in part in accordance with the terms of the Escrow Agreement to (1) the Buyer if and to the extent it is determined that the Buyer is entitled to indemnification payments under Section 11.2(b) of this Agreement (other than pursuant to Section 11.2(b)(v) except as permitted by Section 11.5), or (2) the Sellers Escrow Account (as defined below) (or in accordance with any other written instructions given by both of the Sellers to Buyer and the Escrow Agent prior to the payment) to the extent the Buyer is not determined to be entitled to any such payments referred to in clause (1). (ii) The Buyer shall deliver or cause to be delivered to a separate interest bearing escrow account for the benefit of the Sellers (the “Sellers Escrow Account”) or in accordance with any other written instructions jointly given by the Sellers to the Buyer prior to the Closing, the remainder of the Cash Purchase Price (or $481,500,000), subject to reduction as provided in Section 3.2(b) and this Section 3.2(c)(ii). Immediately following the Closing, the Buyer shall wire to the Sellers Escrow Account (or in accordance with such instructions) the amount by which the Purchase Price is increased pursuant to the preliminary adjustments to the Purchase Price contained in Section 3.3, Section 3.4(a) and (if applicable) Section 7.13(d) and the Buyer shall transfer and assign the Transferred Assets as provided in Section 2.2. If the Purchase Price is decreased pursuant to such adjustments, the payment by the Buyer at the Closing to the Sellers Escrow Account (or in accordance with such instructions) shall be reduced by the amount of the adjustments. Release of funds from the Sellers Escrow Account may only be made as provided by (x) written agreement of both Century and ML Media, or (y) Order of the Bankruptcy Court. The Buyer Group shall have no right to limit distributions from the Sellers Escrow Account. (d) The Buyer shall pay the Deferred Purchase Price, together with interest on the unpaid portion of the Deferred Purchase Price at the rate of 3.5% per year, as follows: (i) the amount set forth opposite each item listed on Schedule 3.2(d)(i) (pertaining to Certificates of Debt) shall be paid to the Sellers when that item is fully paid or settled, provided that the Sellers shall provide evidence satisfactory to the Buyer for such payment or settlement, including receipts, confirmation letter of similar documents issued by the respective Taxing Authority. (ii) the amount set forth on Schedule 3.2(d)(ii) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the completion of the pending tax examination by the Puerto Rico Treasury Department with respect to the taxable year ended December 31, 2000 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, or (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to the taxable year ended December 31, 2000. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(ii) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(ii)) shall be then paid to the Sellers. (iii) the amount set forth on Schedule 3.2(d)(iii) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the completion of the pending tax examination by the Puerto Rico Treasury Department with respect to the taxable year ended December 31, 2001 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to the taxable year ended December 31, 2001. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(iii) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(iii)) shall be then paid to the Sellers. (iv) the amount set forth on Schedule 3.2(d)(iv) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the completion of the pending tax examination by the Puerto Rico Department of Treasury with respect to the taxable year ended December 31, 2002 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to the taxable year ended December 31, 2002. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(iv) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(iv)) shall be then paid to the Sellers. (v) the amount set forth on Schedule 3.2(d)(v) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the commencement and completion of a Puerto Rico tax examination with respect to the taxable year ended December 31, 2003 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to that taxable year. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(v) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(v)) shall be then paid to the Sellers. (vi) the amount set forth on Schedule 3.2(d)(vi) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the commencement and completion of a Puerto Rico tax examination with respect to the taxable year ended December 31, 2004 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to that taxable year. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(vi) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(vi)) shall be then paid to the Sellers. (vii) the amount set forth on Schedule 3.2(d)(vii) shall be paid to the Sellers in installments as set forth on Schedule 3.2(d)(vii) within 10 Business Days after the earlier of (A) the commencement and completion of a tax examination by the IRS for the specified year, or (B) the expiration of the U.S. three-year statute of limitations for the specified year. Notwithstanding the foregoing, the payment shall be reduced in amount if and to the extent that the U.S. Internal Revenue Service asserts a claim or proposed adjustment in Taxes owed in connection with such tax examination for the year in question, and such claim or proposed adjustment shall then be subject to the procedures set forth in Section 11.3(g) of this Agreement. (viii) any and all amounts by which the above payments in Section 3.2(d)(ii)-(vii) (pertaining to years ended on or before December 31, 2004) have been reduced shall be paid (i) to the Buyer, as indemnity payments for the tax losses suffered by the Buyer, only after a final determination of a claim asserted by a Taxing Authority (as provided in Section 11.3(g) of this Agreement) or agreement between the Buyer and the Sellers, subject to the principles and procedures set forth in Section 11 of this Agreement, or (ii) to the Sellers, if and to the extent there is a final determination of a claim asserted by the Taxing Authority favorable to the taxpayer, upon the expiration of the applicable statute of limitations, or upon agreement between the Buyer and the Sellers. (e) The Deferred Purchase Price shall be guaranteed by the Investors pursuant to a Guaranty in the form of Exhibit K (the “Investor Guaranty”). (f) Each payment of the Deferred Purchase Price shall be made together with accrued interest on the amount paid.

Purchase Price; Payment of the Purchase Price. (a) The purchase price consideration to be paid to the Agency for the Acquired Interests Assets (the "Purchase Price") shall be the aggregate amount of Five Hundred Twenty Million Dollars ($520,000,000) in cash (the “Purchase Price”)paid as follows, subject to adjustment in accordance with Sections 3.3 and 3.4, plus the transfer of the Transferred Assets pursuant to Section 2.2. The Purchase Price payable in cash shall be payable as follows: $506,500,000 (the “Cash Purchase Price”), subject to adjustment in accordance with Sections 3.3 and 3.4, shall be payable at the Closing adjustments as provided for in Section 3.3(c), and $13,500,000 (the “Deferred Purchase Price”) shall be payable as provided in Section 3.3(d).this Article II: (ba) On the Closing Date, if XXXX XX shall remit the Completion sum of the Rebuild of the San Xxxx System has not occurred (as finally determined $22,500,000, less any adjustments pursuant to Section 7.13(d))2.13, to the Companies shall, at the Buyer’s option, either (i) deposit in cash, Agency by wire transfer of in immediately available fundsfunds according to wire transfer instructions provided to XXXX XX by the Agency in writing prior to the Closing: (b) On September 1 of the years 1998 through 2004, inclusive (or the first business day thereafter which is not a bank holiday if September 1 is either not a business day or is a bank holiday) (each such September 1, an amount equal "Annual Installment Payment Date"), XXXX XX shall remit the Installment Payment to be made on such Annual Installment Payment Date to the Unpaid Cost to Complete Agency, the Rebuild to the Escrow Agent, to be held in a separate interest bearing rebuild escrow account (the “Rebuild Escrow Account”) pursuant to the Escrow Agreement, amount of which funds (the “Rebuild Escrow Amount”) Installment Payment shall be applied to pay any remaining costs to complete the Rebuild of the San Xxxx System in accordance with Section 7.13, or (ii) pay that amount, in cash, by wire transfer of immediately available funds, to the Buyer as a reduction of the Purchase Price, in which case the Sellers shall no have no further obligations with respect to the Rebuild pursuant to Section 7.13 or otherwise. If (x) the Buyer elects to cause the Companies to deposit an amount equal to the Unpaid Cost to Complete the Rebuild in the Rebuild Escrow Account determined and (y) the Companies have insufficient cash on the Closing Date to make such deposit, then the Buyer shall remedy any such deficiency (the “Remaining Unpaid Cost”) by depositing an amount equal to the Remaining Unpaid Cost in the Rebuild Escrow Account and reducing the amount payable to the Sellers at the Closing pursuant to Section 3.2(c)(ii) by an equal amount. (c) On the Closing Date, the Buyer shall pay, by wire transfers of immediately available funds, an aggregate amount equal to the Cash Purchase Price, as preliminarily adjusted in accordance with Sections 3.3 and 3.4(a), paid as follows: (i) The Buyer on each Annual Calculation Date, XXXX XX shall deliver or cause to be delivered compare 3.75% of the Cumulative Written Premiums to the Escrow Agent an amount equal to $25,000,000, to be held by the Escrow Agent in a separate interest bearing account (the “Indemnity Escrow Account”) pursuant Minimum Cumulative Payment with respect to the Escrow Agreement, which funds (together with interest thereon) shall be paid in whole or in part in accordance with the terms of the Escrow Agreement to (1) the Buyer if and to the extent it is determined that the Buyer is entitled to indemnification payments under Section 11.2(b) of this Agreement (other than pursuant to Section 11.2(b)(v) except as permitted by Section 11.5), or (2) the Sellers Escrow Account (as defined below) (or in accordance with any other written instructions given by both of the Sellers to Buyer and the Escrow Agent prior to the payment) to the extent the Buyer is not determined to be entitled to any September 1 next succeeding such payments referred to in clause (1).Annual Calculation Date; (ii) The Buyer if 3.75% of Cumulative Written Premiums is less than the applicable Minimum Cumulative Payment, XXXX XX shall deliver or cause to be delivered to a separate interest bearing escrow account for the benefit of the Sellers (the “Sellers Escrow Account”) or in accordance with any other written instructions jointly given by the Sellers remit to the Buyer prior to the ClosingAgency an amount, the remainder of the Cash Purchase Price which amount (or $481,500,000), subject to reduction as provided in Section 3.2(b) and this Section 3.2(c)(ii). Immediately following the Closing, the Buyer shall wire to the Sellers Escrow Account (or in accordance with such instructions) the amount by which the Purchase Price is increased pursuant to the preliminary adjustments to the Purchase Price contained in Section 3.3, Section 3.4(a) and (if applicable) Section 7.13(d) and the Buyer shall transfer and assign the Transferred Assets as provided in Section 2.2. If the Purchase Price is decreased pursuant to such adjustments, the payment by the Buyer at the Closing to the Sellers Escrow Account (or in accordance with such instructionsincluding any Guaranteed Payments) shall be reduced by the amount of the adjustments. Release of funds from the Sellers Escrow Account may only be made as provided by (x) written agreement of both Century and ML Media, or (y) Order of the Bankruptcy Court. The Buyer Group shall have no right to limit distributions from the Sellers Escrow Account. (d) The Buyer shall pay the Deferred Purchase Price, together with interest on the unpaid portion of the Deferred Purchase Price at the rate of 3.5% per year, as follows: (i) the amount set forth opposite each item listed on Schedule 3.2(d)(i) (pertaining to Certificates of Debt) shall be paid to the Sellers when that item is fully paid or settled, provided that the Sellers shall provide evidence satisfactory to the Buyer for such payment or settlement, including receipts, confirmation letter of similar documents issued by the respective Taxing Authority. (ii) the amount set forth on Schedule 3.2(d)(ii) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of equal (A) the completion of the pending tax examination by the Puerto Rico Treasury Department with respect to the taxable Minimum Cumulative Payment applicable for that year ended December 31, 2000 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, or less (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect Aggregate Payment to the taxable year ended December 31, 2000. Notwithstanding the foregoing, the payment shall date (each such remittance to be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liabilityan "Installment Payment"). The amount set forth on Schedule 3.2(d)(ii) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(ii)) shall be then paid to the Sellers.; (iii) if 3.75% of Cumulative Written Premiums is more than the applicable Minimum Cumulative Payment, XXXX XX shall remit to the Agency an amount, which amount set forth on Schedule 3.2(d)(iii) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of equal (A) the completion 3.75% of the pending tax examination by the Puerto Rico Treasury Department with respect to the taxable year ended December 31, 2001 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and Cumulative Written Premiums less (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect Aggregate Payment to the taxable year ended December 31, 2001. Notwithstanding the foregoing, the payment shall date (each such remittance to be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liabilityan "Installment Payment"). The amount set forth on Schedule 3.2(d)(iii) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(iii)) shall be then paid to the Sellers.; and (iv) the amount set forth on Schedule 3.2(d)(iv) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier remittance of (A) the completion of the pending tax examination by the Puerto Rico Department of Treasury with respect to the taxable year ended December 31, 2002 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to the taxable year ended December 31, 2002. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(iv) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(iv)) shall be then paid to the Sellers. (v) the amount set forth on Schedule 3.2(d)(v) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the commencement and completion of a Puerto Rico tax examination with respect to the taxable year ended December 31, 2003 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to that taxable year. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(v) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(v)) shall be then paid to the Sellers. (vi) the amount set forth on Schedule 3.2(d)(vi) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the commencement and completion of a Puerto Rico tax examination with respect to the taxable year ended December 31, 2004 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to that taxable year. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(vi) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(vi)) shall be then paid to the Sellers. (vii) the amount set forth on Schedule 3.2(d)(vii) shall be paid to the Sellers in installments as set forth on Schedule 3.2(d)(vii) within 10 Business Days after the earlier of (A) the commencement and completion of a tax examination by the IRS for the specified year, or (B) the expiration of the U.S. three-year statute of limitations for the specified year. Notwithstanding the foregoing, the payment shall be reduced in amount if and to the extent that the U.S. Internal Revenue Service asserts a claim or proposed adjustment in Taxes owed in connection with such tax examination for the year in question, and such claim or proposed adjustment shall then be subject to the procedures set forth in Section 11.3(g) of this Agreement. (viii) any and all amounts by which the above payments in Section 3.2(d)(ii)-(vii) (pertaining to years ended on or before December 31, 2004) have been reduced shall be paid (i) to the Buyer, as indemnity payments for the tax losses suffered by the Buyer, only after a final determination of a claim asserted by a Taxing Authority (as provided in Section 11.3(g) of this Agreement) or agreement between the Buyer and the Sellers, subject to the principles and procedures set forth in Section 11 of this Agreement, or (ii) to the Sellers, if and to the extent there is a final determination of a claim asserted by the Taxing Authority favorable to the taxpayer, upon the expiration of the applicable statute of limitations, or upon agreement between the Buyer and the Sellers. (e) The Deferred Purchase Price shall be guaranteed by the Investors pursuant to a Guaranty in the form of Exhibit K (the “Investor Guaranty”). (f) Each payment of the Deferred Purchase Price Installment Payments shall be made together with accrued interest on by wire transfer of immediately available funds according to wire transfer instructions provided to XXXX XX by the amount paidAgency in writing at least five business days before such remittances are to be made.

Purchase Price; Payment of the Purchase Price. (a) 3.1 The total purchase price for the Acquired Interests shall be Sale Shares, interests in the aggregate amount of Five Hundred Twenty Million Dollars JVA and SLA and related expenses is USD 131,018 ($520,000,000ONE HUNDRED THIRTY ONE THOUSAND AND EIGHTEEN US DOLLARS) in cash (the “Share Purchase Price”), which is inclusive of any and all applicable taxes and shall be paid by the Buyer to the Seller in accordance herewith The Buyer shall pay the Share Purchase Price to the Seller in full at the Closing. Upon the Seller's receipt of full payment of all such amounts, subject to adjustment in accordance with Sections 3.3 and 3.4collection, plus the transfer payment of the Transferred Assets pursuant to Section 2.2. The Share Purchase Price payable in cash shall be payable as follows: $506,500,000 deemed to be completed, in full and final settlement of the Buyer’s payment obligation with respect to the Share Purchase Price. 3.2 The total purchase price for Loan 1 is USD 172,960 (ONE HUNDERED SEVENTY TWO THOUSAND NINE HUNDRED SIXTY US DOLLARS) (the “Cash Loan 1 Purchase Price”), subject to adjustment in accordance with Sections 3.3 which is inclusive of any and 3.4, shall be payable at the Closing as provided in Section 3.3(c), all applicable taxes and $13,500,000 (the “Deferred Purchase Price”) shall be payable as provided in Section 3.3(d). (b) On the Closing Date, if the Completion of the Rebuild of the San Xxxx System has not occurred (as finally determined pursuant to Section 7.13(d)), the Companies shall, at the Buyer’s option, either (i) deposit in cash, by wire transfer of immediately available funds, an amount equal to the Unpaid Cost to Complete the Rebuild to the Escrow Agent, to be held in a separate interest bearing rebuild escrow account (the “Rebuild Escrow Account”) pursuant to the Escrow Agreement, which funds (the “Rebuild Escrow Amount”) shall be applied to pay any remaining costs to complete the Rebuild of the San Xxxx System in accordance with Section 7.13, or (ii) pay that amount, in cash, by wire transfer of immediately available funds, to the Buyer as a reduction of the Purchase Price, in which case the Sellers shall no have no further obligations with respect to the Rebuild pursuant to Section 7.13 or otherwise. If (x) the Buyer elects to cause the Companies to deposit an amount equal to the Unpaid Cost to Complete the Rebuild in the Rebuild Escrow Account and (y) the Companies have insufficient cash on the Closing Date to make such deposit, then the Buyer shall remedy any such deficiency (the “Remaining Unpaid Cost”) by depositing an amount equal to the Remaining Unpaid Cost in the Rebuild Escrow Account and reducing the amount payable to the Sellers at the Closing pursuant to Section 3.2(c)(ii) by an equal amount. (c) On the Closing Date, the Buyer shall pay, by wire transfers of immediately available funds, an aggregate amount equal to the Cash Purchase Price, as preliminarily adjusted in accordance with Sections 3.3 and 3.4(a), as follows: (i) The Buyer shall deliver or cause to be delivered to the Escrow Agent an amount equal to $25,000,000, to be held by the Escrow Agent in a separate interest bearing account (the “Indemnity Escrow Account”) pursuant to the Escrow Agreement, which funds (together with interest thereon) shall be paid in whole or in part in accordance with the terms of the Escrow Agreement to (1) the Buyer if and to the extent it is determined that the Buyer is entitled to indemnification payments under Section 11.2(b) of this Agreement (other than pursuant to Section 11.2(b)(v) except as permitted by Section 11.5), or (2) the Sellers Escrow Account (as defined below) (or in accordance with any other written instructions given by both of the Sellers to Buyer and the Escrow Agent prior to the payment) to the extent the Buyer is not determined to be entitled to any such payments referred to in clause (1). (ii) The Buyer shall deliver or cause to be delivered to a separate interest bearing escrow account for the benefit of the Sellers (the “Sellers Escrow Account”) or in accordance with any other written instructions jointly given by the Sellers to the Buyer prior to the Closing, the remainder of the Cash Purchase Price (or $481,500,000), subject to reduction as provided in Section 3.2(b) and this Section 3.2(c)(ii). Immediately following the Closing, the Buyer shall wire to the Sellers Escrow Account (or in accordance with such instructions) the amount by which the Purchase Price is increased pursuant to the preliminary adjustments to the Purchase Price contained in Section 3.3, Section 3.4(a) and (if applicable) Section 7.13(d) and the Buyer shall transfer and assign the Transferred Assets as provided in Section 2.2. If the Purchase Price is decreased pursuant to such adjustments, the payment by the Buyer at the Closing to the Sellers Escrow Account (or Seller in accordance with such instructions) shall be reduced by the amount of the adjustmentsherewith. Release of funds from the Sellers Escrow Account may only be made as provided by (x) written agreement of both Century and ML Media, or (y) Order of the Bankruptcy Court. The Buyer Group shall have no right to limit distributions from the Sellers Escrow Account. (d) The Buyer shall pay the Deferred Loan 1 Purchase PricePrice to the Seller USD 66,420 (SIXTY SIX THOUSAND FOUR HUNDRED TWENTY US DOLLARS) at closing and on the twenty fifth business day of each calendar month, together starting September 2013, in 29 (twenty-nine) monthly installments in the combined amount of $6,000 per month in principal, with interest on the unpaid portion of the Deferred Purchase Price at the rate of 3.5% balance equal to six percent (6.0%) per year, as follows: (i) the amount set forth opposite each item listed on Schedule 3.2(d)(i) (pertaining to Certificates of Debt) annum until repaid in full. The remaining principal balance and all accrued and unpaid interest shall be paid in full on January 25, 2016, or upon its earlier maturity (through acceleration hereunder or otherwise). The Loan 1 Purchase Price may be prepaid in whole at any time and in part from time to time with accrued interest to date, but without any premium or penalty, and prepayments will be applied to the Sellers when that item is fully paid or settledremaining installments due in inverse order. Upon the Seller's receipt of full payment of all such amounts, provided that the Sellers shall provide evidence satisfactory to the Buyer for such payment or settlement, including receipts, confirmation letter of similar documents issued by the respective Taxing Authority. (ii) the amount set forth on Schedule 3.2(d)(ii) (subject to possible reduction as set forth below) collection, the payment of the Loan 1 Purchase Price shall be paid within 10 Business Days after the earlier of (A) the completion deemed to be completed, in full and final settlement of the pending tax examination by the Puerto Rico Treasury Department Buyer’s payment obligation with respect to the taxable year ended December 31Share Purchase Price. The Buyer's obligation to pay this purchase price is not in any way dependent upon any payment under or other matter respecting either Loan. 3.3 The total purchase price for Loan 2 is USD 44,487 (FORTY FOUR THOUSAND FOUR HUNDRED AND EIGHTY SEVEN US DOLLARS) (the “Loan 2 Purchase Price”), 2000 which is inclusive of any and all applicable taxes and shall be paid by the Buyer to the Seller in accordance herewith. The Buyer shall pay the Loan 2 Purchase Price to the Seller in full on, January 11, 2015, or upon its earlier maturity (through acceleration hereunder or otherwise), plus interest on the unpaid balance equal to six percent (6.0%) per annum until repaid in full. The Loan 2 Purchase Price may be prepaid in whole at any time and in part from time to time with accrued interest to date, but without any premium or penalty, and prepayments will be applied to the remaining installments due in inverse order. Upon the Seller's receipt of written documentation from full payment of all such Treasury Department providing that amounts, subject to collection, the examination payment of the Loan 2 Purchase Price shall be deemed to be completed, in full and final settlement of the Buyer’s payment obligation with respect to the taxable year Share Purchase Price. The Buyer's obligation to pay this purchase price is not in question is closed, any way dependent upon any payment under or (B) the expiration other matter respecting either Loan. 3.4 The Buyer shall make all payments of the Puerto Rico four-year tax statute Purchase Price to the Seller by wire transfer or by check of limitations immediately available funds to such account as the Seller may designate in writing from time to time in writing. Except as otherwise provided in Clause 3.6, the Buyer and the Seller shall each bear the bank commissions or any other fees of their respecting banks related to the payment transfer to the Seller’s account of any of the Purchase Price charged by the banks that they use. Any and all payments made by the Buyer under this Agreement shall be made free and clear of and without any reduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect thereto, excluding, however, such taxes as are imposed by law on the Seller by the Cayman Islands with respect to the taxable year ended December 31income of the Seller. 3.5 In Section 4(1) of the JVA, 2000"SPAR" agreed to provide 1500 hours of general business and programming support through February 22, 2015, and a portion of those support hours remain to be provided during that period ("Remaining Support"). Notwithstanding Without in any way limiting or changing any of the foregoing, the payment shall be reduced in amount by the total of then outstanding (obligations or previously paid) claims asserted liabilities assumed by the Buyer hereunder, the Buyer has unconditionally assumed the obligation and liability to provide the Remaining Support under the procedures set forth JVA and SLA at the Buyer's own cost and expense. However, the Seller hereby agrees that, so long as the Buyer is not in Section 11.3(g) of this Agreement for indemnification payments default hereunder, the Seller will provide (directly or through another SPAR Company), in accordance with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(ii) (or any lesser amount, the JVA and SLA [and without charge to the extent reduced as described in this Section 3.2(d)(ii)) shall be then paid Buyer or Company], the Remaining Support to the SellersCompany on behalf and at the request of the Buyer, all without any representation or warranty to the Buyer or Company (whether express or implied) by the Seller or providing SPAR Company. (iii) the amount set forth on Schedule 3.2(d)(iii) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier 3.6 The Buyer must take any collection, protection or other action or exercise or enforce any of (A) the completion its own rights, powers, remedies and interests in respect of the pending tax examination by Loans, Sale Shares, JVA, SLA and related documents that may be necessary, prudent, permitted or desirable under the Puerto Rico Treasury Department with respect circumstances, and the Seller shall have no duty or obligation whatsoever to take any such collection, protection or other action or exercise or otherwise enforce any such right, power, remedy or interest. However, the Seller has agreed that, until such time as the Seller has given to or received from the Buyer written notice to the taxable year ended December 31contrary, 2001 the Seller will continue to receive and the receipt of written documentation from such Treasury Department providing that the examination with respect forward to the taxable year in question is closed, and (B) Buyer any payment it actually receives from the expiration of the Puerto Rico four-year tax statute of limitations with respect to the taxable year ended December 31, 2001. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer Company under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(iii) (or any lesser amountLoans as, to the extent reduced as described in this Section 3.2(d)(iii)) shall be then paid to the Sellers. (iv) the amount set forth on Schedule 3.2(d)(iv) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the completion of the pending tax examination by the Puerto Rico Department of Treasury with respect to the taxable year ended December 31, 2002 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to the taxable year ended December 31, 2002. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(iv) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(iv)) shall be then paid to the Sellers. (v) the amount set forth on Schedule 3.2(d)(v) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the commencement and completion of a Puerto Rico tax examination with respect to the taxable year ended December 31, 2003 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to that taxable year. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(v) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(v)) shall be then paid to the Sellers. (vi) the amount set forth on Schedule 3.2(d)(vi) (subject to possible reduction as set forth below) shall be paid within 10 Business Days after the earlier of (A) the commencement and completion of a Puerto Rico tax examination with respect to the taxable year ended December 31, 2004 and the receipt of written documentation from such Treasury Department providing that the examination with respect to the taxable year in question is closed, and (B) the expiration of the Puerto Rico four-year tax statute of limitations with respect to that taxable year. Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability). The amount set forth on Schedule 3.2(d)(vi) (or any lesser amount, to the extent reduced as described in this Section 3.2(d)(vi)) shall be then paid to the Sellers. (vii) the amount set forth on Schedule 3.2(d)(vii) shall be paid to the Sellers in installments as set forth on Schedule 3.2(d)(vii) within 10 Business Days after the earlier of (A) the commencement and completion of a tax examination by the IRS for the specified year, or (B) the expiration of the U.S. three-year statute of limitations for the specified year. Notwithstanding the foregoing, the payment shall be reduced in amount if when and to the extent received by the Seller, all at the sole cost and expense of the Buyer (including the cost of currency conversions and wire transfers) and all subject to collection. The Buyer hereby requests that the U.S. Internal Revenue Service asserts a claim or proposed adjustment Seller apply the amounts received in Taxes owed in connection with such tax examination for respect of the year in question, and such claim or proposed adjustment shall then be loans (subject to the procedures set forth in Section 11.3(g) of this Agreement. (viii) any and all amounts by which the above payments in Section 3.2(d)(ii)-(vii) (pertaining to years ended on or before December 31, 2004) have been reduced shall be paid (icollection) to reduce the Buyer, as indemnity payments for the tax losses suffered by the Buyer, only after a final determination of a claim asserted by a Taxing Authority (as provided in Section 11.3(g) of this Agreement) next installment payment due under Clause 3.2 or agreement between the Buyer and the Sellers, subject to the principles and procedures set forth in Section 11 3.3 of this Agreement, but the Buyer acknowledge and agrees that it must make each of installment payments (or (iiany remaining balance after such receipt and application) to the SellersSeller in full as and when due under this Agreement without regard to any pending, if and to anticipated or requested payment in respect of the extent there is a final determination of a claim asserted Loans, any default therein by the Taxing Authority favorable to the taxpayerCompany or any other event, upon the expiration of the applicable statute of limitations, fact or upon agreement between the Buyer and the Sellerscircumstance. (e) The Deferred Purchase Price shall be guaranteed by the Investors pursuant to a Guaranty in the form of Exhibit K (the “Investor Guaranty”). (f) Each payment of the Deferred Purchase Price shall be made together with accrued interest on the amount paid.