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

Purchase Price; Purchase Price Adjustment. (a) Within two (2) Business Days after the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”), Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant to the terms of a mutually agreed to escrow agreement between the Seller and the Purchaser (the “Escrow Agreement”), with The PrivateBank and Trust Company, as escrow agent (the “Escrow Holder”), an amount equal to ten percent (10%) of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to the claims of creditors or other third parties of the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of the Purchase Price. In the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder shall, as provided in the Escrow Agreement, confirm such default with Purchaser and immediately thereafter disburse the Deposit and all interest accrued thereon to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result of such default except for obligations related to Confidential Information as provided herein. If the transactions contemplated herein terminate by reason of (A) Seller’s default under this Agreement, it being agreed that Purchaser shall not have the right to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c), pay and deliver, in Good Funds, the balance of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on the Deposit; any charges and prorations for which Sellers or the Real Estate Seller are responsible and/or accountable pursuant to Section 2.7(c); the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into the various escrow(s) at Closing as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder by Purchaser; and as applicable, the amounts identified on Section 2.6(b) of the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through Closing.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the Parent, on behalf of the Sellers, shall deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers’ calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing. (b) Within two sixty (260) Business Days after the mutual execution Closing, the Parent, on behalf of the Sellers, shall deliver to the Purchaser the Final Closing Statement prepared based on the information in the Master File as of the Cut-Off Time and delivery copies of the Master File as of the Cut-Off Time. (c) The Purchaser shall, within thirty (30) days after receipt of the Final Closing Statement, advise the Sellers in writing and in reasonable detail if it believes that the Final Closing Statement did not accurately reflect the items required to be included therein in accordance with the provisions of this Agreement (and Schedule B hereto, in each case stating in reasonable detail the date basis of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”), Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant to the terms of a mutually agreed to escrow agreement between the Seller and the Purchaser (the “Escrow Agreement”), with The PrivateBank and Trust Company, as escrow agent (the “Escrow Holder”), an amount equal to ten percent (10%) of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to the claims of creditors or other third parties of the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of the Purchase Pricebelief. In the event the Deposit becomes non-refundable by reason of a Purchaser Default Terminationdelivers such an objection, Escrow Holder shall, as provided in the Escrow Agreement, confirm such default with Purchaser Sellers and immediately thereafter disburse the Deposit and all interest accrued thereon to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and attempt in good faith to resolve their differences. In the event all additional obligations and liabilities hereunder and as a result of such default except for obligations related to Confidential Information as provided herein. If the transactions contemplated herein terminate by reason of differences are not resolved within forty-five (A) Seller’s default under this Agreement, it being agreed that Purchaser shall not have the right to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (1045) days following their receipt of written notice thereof from the Final Closing Statement by the Purchaser, or then the issues remaining unresolved shall be determined by PricewaterhouseCoopers LLP (B) the failure “Accountant”). The Accountant shall resolve all disputed items in accordance with the provisions of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIIIthis Agreement. In making its determination, the Escrow Holder Accountant may only consider those items and amounts as to which the Purchaser and the Sellers have disagreed within the time periods and on the grounds specified. The Accountant’s determination shall confirm be conclusive and binding on the same with Seller as provided in Purchaser and the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share Sellers absent manifest error. The fees of the Escrow Holder’s escrow fees Accountant shall be shared by the Purchaser and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject Sellers in proportion to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c), pay and deliver, in Good Funds, the balance relative differences between their respective calculations of the Purchase Price to Seller and the amount determined by the Accountant. (and/or directly to Sellers’ secured and/or lien creditors to release d) If the liens against Estimated Purchase Price exceeds the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less then the Deposit and less the sum Parent, on behalf of the following: accrued interest on Sellers, shall, within five (5) Business Days after the Deposit; any charges and prorations for which Sellers or the Real Estate Seller are responsible and/or accountable Purchase Price has been finally determined pursuant to Section 2.7(c2.4(c); , pay such excess to the Working Capital Purchaser, together with interest on such excess for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Federal Funds Rate. If the Estimated Purchase Price Adjustments identified in is less than the Purchase Price, then the Purchaser shall, within five (5) Business Days after the Purchase Price has been finally determined pursuant to Section 2.6(c) below; 2.4(c), pay such deficiency to the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into the various escrow(s) at Closing as provided herein; all amounts listed Parent, on Section 2.3(g) behalf of the Disclosure Schedule which are being assumed hereunder Sellers, together with interest on such deficiency for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to the Federal Funds Rate. (e) Each party to this Agreement shall make available to the other parties, and to the Accountant, its and its accountant’s work papers, schedules and other supporting data as may be reasonably requested by Purchaser; and as applicable, such other parties to enable them to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing Date, Sellers will deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers’ calculation of the Estimated Purchase Price. (b) Within two sixty (260) Business Days after the mutual execution Closing, the Parent will deliver to the Purchaser the Final Closing Statement and delivery all material working papers used to support the calculations contained in the Final Closing Statement. (c) The Purchaser shall, within thirty (30) calendar days after receipt of this Agreement (the date Final Closing Statement, advise the Parent in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement. In the event no such mutual execution objection is delivered to the Parent within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and delivery is sometimes referred to herein as binding upon the “Execution Date”)parties. In the event the Purchaser delivers such an objection, the Parent and the Purchaser shall depositattempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) calendar days following delivery by the Purchaser of an objection, via intrabank transfer, into then the issues remaining unresolved shall be determined by an escrow, pursuant independent public accountant mutually acceptable to the terms of a mutually agreed to escrow agreement between the Seller Parent and the Purchaser (the “Escrow AgreementAccountant”). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement. In making its determination, with the Accountant may only consider those items and amounts as to which the Purchaser and the Parent have disagreed within the time periods specified. The PrivateBank Accountant’s determination shall be final and Trust Company, as escrow agent (binding on the “Escrow Holder”), an amount equal parties hereto and such determination shall be conclusive and not subject to ten percent (10%) appeal absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Parent in proportion to the relative differences between their respective calculations of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to amount determined by the claims of creditors or other third parties of Accountant. (d) If the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of Estimated Purchase Price exceeds the Purchase Price. In , then the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder Sellers shall, as provided in within five (5) Business Days after the Escrow AgreementPurchase Price has been finally determined pursuant to subsection 2.4(c), confirm pay such default excess to the Purchaser, together with Purchaser interest on such excess for the period from and immediately thereafter disburse including the Deposit and all interest accrued thereon Closing Date to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result but excluding the date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinLIBOR. If the transactions contemplated herein terminate by reason of Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (A5) Seller’s default under this Agreement, it being agreed that Purchaser shall not have Business Days after the right Purchase Price has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(csubsection 2.4(c), pay and deliver, in Good Funds, such deficiency to the balance of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount Sellers together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on such deficiency for the Deposit; any charges period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(c); but excluding the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; date of such payment at a rate per annum equal to LIBOR. Each party to this Agreement will make available to the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into other parties, and to the various escrow(s) at Closing Accountant, its and its accountant’s work papers, schedules and other supporting data as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder may be reasonably requested by Purchaser; and as applicable, such party to enable it to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the Sellers will deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers' calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing. (b) Within two sixty (260) Business Days after the mutual execution Closing, the Sellers will deliver to the Purchaser the Final Closing Statement prepared based on the information in the Master File and delivery the other Acquired Assets as of this Agreement the Cut-Off Time and copies of the Master File as of the Cut-Off Time and all material working papers relating to the Final Closing Statement. (c) The Purchaser shall, within fifteen (15) days after receipt of the date Final Closing Statement, advise the Sellers in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement. In the event no such mutual execution objection is delivered to the Sellers within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and delivery is sometimes referred to herein as binding upon the “Execution Date”)parties. In the event the Purchaser delivers such an objection, the Sellers and the Purchaser shall depositattempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) days following receipt of the Final Closing Statement by the Purchaser, via intrabank transfer, into then the issues remaining unresolved shall be determined by an escrow, pursuant independent public accountant mutually acceptable to the terms of a mutually agreed to escrow agreement between the Seller Sellers and the Purchaser (the “Escrow "Accountant"). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement”). In making its determination, with the Accountant may only consider those items and amounts as to which the Purchaser and the Sellers have disagreed within the time periods and the permitted grounds specified. The PrivateBank Accountant's determination will be conclusive and Trust Company, as escrow agent (binding on the “Escrow Holder”), an amount equal Purchaser and the Sellers absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Sellers in proportion to ten percent (10%) the relative differences between their respective calculations of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to amount determined by the claims of creditors or other third parties of Accountant. (d) If the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of Estimated Purchase Price exceeds the Purchase Price. In , then the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder Sellers shall, as provided in within five (5) Business Days after the Escrow AgreementPurchase Price has been finally determined pursuant to Section 2.4(c), confirm pay such default excess to the Purchaser, together with Purchaser interest on such excess for the period from and immediately thereafter disburse including the Deposit and all interest accrued thereon Closing Date to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result but excluding the date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinthe Federal Funds Rate. If the transactions contemplated herein terminate by reason of Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (A5) Seller’s default under this Agreement, it being agreed that Purchaser shall not have Business Days after the right Purchase Price has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c2.4(c), pay and deliversuch deficiency to the Sellers, in Good Funds, the balance of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on such deficiency for the Deposit; any charges period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(c); but excluding the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; date of such payment at a rate per annum equal to the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into Federal Funds Rate. Each party to this Agreement will make available to the various escrow(s) at Closing other parties, and to the Accountant, its and its accountants work papers, schedules and other supporting data as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder may be reasonably requested by Purchaser; and as applicable, such party to enable it to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the Parent, on behalf of the Sellers, will deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers' calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing. (b) Within two sixty (260) Business Days after the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”)Closing, Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant will deliver to Parent the Final Closing Statement prepared based on the information in the Master File and the other Acquired Assets as of the Cut-Off Time and copies of the Master File as of the Cut-Off Time and all material working papers relating to the terms Final Closing Statement. (c) The Parent shall, within fifteen (15) days after receipt of a the Final Closing Statement, advise the Purchaser in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement. In the event no such objection is delivered to the Purchaser within such time period, the Final Closing Statement, as delivered to the Parent, shall be final and binding upon the parties. In the event the Parent delivers such an objection, the Sellers and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) days following receipt of the Final Closing Statement by the Parent, then the issues remaining unresolved shall be determined by an independent public accountant mutually agreed acceptable to escrow agreement between the Seller Parent and the Purchaser (the “Escrow "Accountant"). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement”). In making its determination, with the Accountant may only consider those items and amounts as to which the Purchaser and the Sellers have disagreed within the time periods and the permitted grounds specified. The PrivateBank Accountant's determination will be conclusive and Trust Company, as escrow agent (binding on the “Escrow Holder”), an amount equal Purchaser and the Sellers absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Sellers in proportion to ten percent (10%) the relative differences between their respective calculations of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to amount determined by the claims of creditors or other third parties of Accountant. (d) If the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of Estimated Purchase Price exceeds the Purchase Price. In , then the event Parent, on behalf of the Deposit becomes non-refundable by reason of a Purchaser Default TerminationSellers, Escrow Holder shall, as provided in within five (5) Business Days after the Escrow AgreementPurchase Price has been finally determined pursuant to Section 2.3(c), confirm pay such default excess to the Purchaser, together with Purchaser interest on such excess for the period from and immediately thereafter disburse including the Deposit and all interest accrued thereon Closing Date to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result but excluding the date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinthe Federal Funds Rate. If the transactions contemplated herein terminate by reason of Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (A5) Seller’s default under this Agreement, it being agreed that Purchaser shall not have Business Days after the right Purchase Price has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c2.3(c), pay and deliver, in Good Funds, such deficiency to the balance Parent on behalf of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on such deficiency for the Deposit; any charges period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(c); but excluding the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; date of such payment at a rate per annum equal to the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into Federal Funds Rate. Each party to this Agreement will make available to the various escrow(s) at Closing other parties, and to the Accountant, its and its accountants' work papers, schedules and other supporting data as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder may be reasonably requested by Purchaser; and as applicable, such party to enable it to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, Seller shall deliver to the Purchaser the Estimated Closing Statement reflecting the Seller’s good faith calculation of the Estimated Closing Payment to be paid by the Purchaser at the Closing. (b) Within two forty-five (245) Business Days days after the mutual execution Closing, Seller shall deliver to the Purchaser the Final Closing Statement prepared based on the information in the Master File and delivery the balance sheet of Pier 1 Bank, as of the Cut-Off Time, and copies of the Master File, as of the Cut-Off Time. (c) The Purchaser shall, within the later of forty-five (45) days after receipt of the Final Closing Statement or ninety (90) days after Closing, advise the Seller in writing and in reasonable detail if it believes that the Final Closing Statement did not accurately reflect the items required to be included therein in accordance with the provisions of this Agreement and Schedule 1.1(b) hereto, in each case stating in reasonable detail the basis of its belief. In the event the Purchaser delivers such an objection, the Seller and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) days following receipt of Purchaser’s written objections, then the date issues remaining unresolved shall be determined by a nationally recognized accounting firm that is not the principal auditor of Seller or the Purchaser; provided, however that if Seller and the Purchaser are unable to select such mutual execution other accounting firm within forty-five (45) days after delivery of written notice of a disagreement, then Seller and delivery is sometimes the Purchaser shall each select a representative from one such firm, even though such firm may not have been acceptable to the other, and those two individuals shall select a third firm. The accounting firm or accountant so selected shall be referred to herein as the “Execution DateAccountant”). The Accountant shall deliver to Seller and the Purchaser, Purchaser shall depositas promptly as practicable and in any event within forty-five (45) days after its appointment, via intrabank transfer, into an escrow, pursuant to a written report setting forth the resolution of each disputed matter and its determination of the Final Closing Statement determined in accordance with the terms of a mutually agreed to escrow agreement between this Agreement. The Accountant shall resolve all disputed items in accordance with the Seller and the Purchaser (the “Escrow Agreement”), with The PrivateBank and Trust Company, as escrow agent (the “Escrow Holder”), an amount equal to ten percent (10%) provisions of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will making its determination, the Deposit Accountant may only consider those items and amounts as to which the Purchaser and the Seller have disagreed within the time periods and on the grounds specified. The Accountant’s determination shall be an asset conclusive and binding on the Purchaser and the Seller to the fullest extent permitted by applicable law absent manifest error and may be enforced in any court having jurisdiction. The fees of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, Accountant shall be shared by the Purchaser and the Deposit will not be subject Seller in proportion to the claims of creditors or other third parties relative differences between their respective calculations of the Sellers or any Affiliates. The Deposit shall become non-refundable upon Final Closing Payment and the termination of amount determined by the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder Accountant. (a “Purchaser Default Termination”d) If the Estimated Closing Payment exceeds the Final Closing Payment, then Seller shall, within five (5) Business Days after the Final Closing Payment has been finally determined pursuant to Section 2.2(c), it being agreed that Seller shall not have pay such excess by wire transfer of immediately available funds (in U.S. dollars) to the right Purchaser, together with interest on the foregoing amount for the period from and including the Closing Date to so terminate this Agreement unless Purchaser has failed to cure but excluding the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of the Purchase Price. In the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder shall, as provided in the Escrow Agreement, confirm such default with Purchaser and immediately thereafter disburse the Deposit and all interest accrued thereon to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinthe Federal Funds Rate over a 365 day year. If the transactions contemplated herein terminate by reason of Estimated Closing Payment is less than the Final Closing Payment, then the Purchaser shall, within five (A5) Seller’s default under this Agreement, it being agreed that Purchaser shall not have Business Days after the right Final Closing Payment has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c2.2(c), pay and deliver, such deficiency by wire transfer of immediately available funds (in Good Funds, the balance of the Purchase Price U.S. dollars) to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on the Deposit; any charges foregoing amount for the period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(cbut excluding the date of such payment at a rate per annum equal to the Federal Funds Rate over a 365 day year. Each party to this Agreement shall make available to the other Parties, and to the Accountant, its and its accountants work papers (to the extent possible); the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into the various escrow(s) at Closing , schedules and other supporting data as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder may be reasonably requested by Purchaser; and as applicable, such other Parties to enable them to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) Within two (2) Business Days after the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”), Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant Subject to the terms and conditions of a mutually agreed to escrow agreement between this Agreement, the Seller and aggregate purchase price for the Purchaser (the “Escrow Agreement”), with The PrivateBank and Trust Company, as escrow agent (the “Escrow Holder”), Interests shall be an amount equal to ten percent (10%) of the Purchase Price U.S.$2,350,000,000 (the “DepositBase Purchase Price”). The Base Purchase Price is subject to adjustment prior to the Closing pursuant to Section 2.2(b) below and after the Closing pursuant to Sections 2.3 and 2.4(a) below (the Base Purchase Price as so finally adjusted, the “Purchase Price”). (b) Not later than five (5) Business Days following the date hereof, Sellers shall cause the Partnership to deliver written notice to the Other GCF Partners offering the entire GCF Interest to the Other GCF Partners in accordance with Section 6.03 of the GCF Partnership Agreement (the “GCF ROFR Offer”) in immediately available, good funds at an aggregate sale price of U.S.$40,000,000 (funds delivered in this manner are referred to herein as the “Good FundsGCF Sale Price”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to the claims of creditors or other third parties of the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of the Purchase Price. In the event the Deposit becomes non-refundable GCF ROFR Offer is accepted by reason any or all of the Other GCF Partners and the sale of the GCF Interests is consummated prior to the Closing, the Base Purchase Price payable at the Closing will be decreased by the GCF Sale Price (the Base Purchase Price as so adjusted, the “Adjusted Base Purchase Price”). Sellers agree to provide Buyers with a Purchaser Default Termination, Escrow Holder shall, as provided in copy of the Escrow Agreement, confirm such default with Purchaser and immediately thereafter disburse the Deposit and all interest accrued thereon to Seller to be retained by Seller for its own account and as SellerPartnership’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result of such default except for obligations related to Confidential Information as provided herein. If the transactions contemplated herein terminate by reason of (A) Seller’s default under this Agreement, it being agreed that Purchaser shall not have the right to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) upon delivery to the failure of Other GCF Partners and a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share copy of the Escrow Holderwritten responses of the Other GCF Partners to the Partnership’s escrow fees and chargeswritten notice upon receipt thereof. (bc) On Not less than five (5) Business Days prior to the Closing Date, Purchaser shall (A) cause Sellers will give to Buyers a good faith estimate of the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Adjusted Working Capital Escrow) to Selleras of the Closing Date (the “Estimated Adjusted Working Capital”). The Estimated Adjusted Working Capital shall be prepared in accordance with GAAP and in a manner consistent with the Reference Balance Sheet and shall be accompanied by a certificate executed on behalf of Sellers by the Chief Executive Officer, and (B) subject to President or Chief Financial Officer of one of the adjustments hereinafter identified in this Section 2.6(b)Seller Parties; provided, including however, that, notwithstanding the working capital adjustment as hereinafter provided in Section 2.6(c), pay and deliverforegoing, in Good Fundsdetermining the Estimated Adjusted Working Capital, the balance of the inclusions, exclusions, adjustments and terms set forth on Exhibit A shall be given effect. (d) The Base Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“or Adjusted Base Purchase Price, as the case may be, is herein referred to as the “Closing Purchase Price.”), less the Deposit and less the sum of the following: accrued interest on the Deposit; any charges and prorations for which Sellers or the Real Estate Seller are responsible and/or accountable pursuant to Section 2.7(c); the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into the various escrow(s) at Closing as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder by Purchaser; and as applicable, the amounts identified on Section 2.6(b) of the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through Closing.

Purchase Price; Purchase Price Adjustment. (a) Within two On the second Business Day before the Closing, the Seller will deliver to the Purchaser the Estimated Closing Statement reflecting the Seller’s calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing. (2b) Business Days No later than January 19, 2007, the Seller will deliver to the Purchaser the Final Closing Statement prepared based on information regarding the Acquired Assets as of the Cut-Off Time and all material working papers relating to the Final Closing Statement. (c) The Purchaser shall, within fourteen (14) days after receipt of the mutual execution Final Closing Statement, advise the Seller in writing and delivery in reasonable detail of this Agreement any inaccuracies it believes were reflected in the Final Closing Statement. In the event no such objection is delivered to the Seller within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and binding upon the parties. In the event the Purchaser delivers such an objection, the Seller and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within twenty-eight (28) days following receipt of the Final Closing Statement by the Purchaser (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution DateResolution Period”), Purchaser then the issues remaining unresolved shall deposit, via intrabank transfer, into be determined by an escrow, pursuant independent public accounting firm mutually acceptable to the terms of a mutually agreed to escrow agreement between the Seller and the Purchaser (the “Escrow AgreementAccountant”), or, if the Seller and the Purchaser are unable to agree on the Accountant within seven (7) days after the expiration of the Resolution Period, then the Accountant shall be selected by the Seller’s and the Purchaser’s independent accountants within fourteen (14) days after the expiration of the Resolution Period. The Seller and the Purchaser agree to execute, if requested by the Accountant, a reasonable engagement letter. The Accountant shall act as an arbitrator to resolve all disputed items in accordance with the provisions of this Agreement. The PrivateBank Seller and Trust Companythe Purchaser shall instruct the Accountant to use its reasonable best efforts to provide the determination of the disputed items within twenty-one (21) days of the submission of the disputed items. In making its determination, the Accountant may only consider those items and amounts as escrow agent (to which the “Escrow Holder”), an amount equal Purchaser and the Seller have disagreed within the time periods and the permitted grounds specified. The Accountant’s determination will be conclusive and binding on the Purchaser and the Seller absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Seller in proportion to ten percent (10%) the relative differences between their respective calculations of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to amount determined by the claims of creditors or other third parties of Accountant. (d) If the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of Estimated Purchase Price exceeds the Purchase Price. In , then the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder Seller shall, as provided in within five (5) Business Days after the Escrow AgreementPurchase Price has been finally determined pursuant to Section 2.4(c), confirm pay such default excess to the Purchaser, together with Purchaser interest on such excess for the period from and immediately thereafter disburse including the Deposit and all interest accrued thereon Closing Date to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result but excluding the date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinthe Federal Funds Rate. If the transactions contemplated herein terminate by reason of Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (A5) Seller’s default under this Agreement, it being agreed that Purchaser shall not have Business Days after the right Purchase Price has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c2.4(c), pay and deliversuch deficiency to the Seller, in Good Funds, the balance of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on such deficiency for the Deposit; any charges period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(c); but excluding the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; date of such payment at a rate per annum equal to the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into Federal Funds Rate. Each party to this Agreement will make available to the various escrow(s) at Closing other parties, and to the Accountant, its and its accountants work papers, schedules and other supporting data as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder may be reasonably requested by Purchaser; and as applicable, such party to enable it to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the Parent, on behalf of the Sellers, will deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers' calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing. (b) Within two sixty (260) Business Days after the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the “Execution Date”)Closing, Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant will deliver to Parent the Final Closing Statement prepared based on the information in the Master File and the other Acquired Assets as of the Cut-Off Time and copies of the Master File as of the Cut-Off Time and all material working papers relating to the terms Final Closing Statement. (c) The Parent shall, within fifteen (15) days after receipt of a the Final Closing Statement, advise the Purchaser in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement. In the event no such objection is delivered to the Purchaser within such time period, the Final Closing Statement, as delivered to the Parent, shall be final and binding upon the parties. In the event the Parent delivers such an objection, the Sellers and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) days following receipt of the Final Closing Statement by the Parent, then the issues remaining unresolved shall be determined by an independent public accountant mutually agreed acceptable to escrow agreement between the Seller Parent and the Purchaser (the “Escrow "Accountant"). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement”). In making its determination, with the Accountant may only consider those items and amounts as to which the Purchaser and the Sellers have disagreed within the time periods and the permitted grounds specified. The PrivateBank Accountant's determination will be conclusive and Trust Company, as escrow agent (binding on the “Escrow Holder”), an amount equal Purchaser and the Sellers absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Sellers in proportion to ten percent (10%) the relative differences between their respective calculations of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to amount determined by the claims of creditors or other third parties of Accountant. (d) If the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of Estimated Purchase Price exceeds the Purchase Price. In , then the event Parent, on behalf of the Deposit becomes non-refundable by reason of a Purchaser Default TerminationSellers, Escrow Holder shall, as provided in within five (5) Business Days after the Escrow AgreementPurchase Price has been finally determined pursuant to Section 2.4(c), confirm pay such default excess to the Purchaser, together with Purchaser interest on such excess for the period from and immediately thereafter disburse including the Deposit and all interest accrued thereon Closing Date to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result but excluding the date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinthe Federal Funds Rate. If the transactions contemplated herein terminate by reason of Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (A5) Seller’s default under this Agreement, it being agreed that Purchaser shall not have Business Days after the right Purchase Price has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c2.4(c), pay and deliver, in Good Funds, such deficiency to pay to the balance Parent on behalf of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on such deficiency for the Deposit; any charges period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(c); but excluding the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; date of such payment at a rate per annum equal to the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into Federal Funds Rate. Each party to this Agreement will make available to the various escrow(s) at Closing other parties, and to the Accountant, its and its accountants work papers, schedules and other supporting data as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder may be reasonably requested by Purchaser; and as applicable, such party to enable it to verify the amounts identified on Section 2.6(b) of set forth in the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through ClosingFinal Closing Statement.

Purchase Price; Purchase Price Adjustment. (a) Within two The Purchase Price for all of the Purchased Assets shall equal the sum of (2i) Business Days after the mutual execution original cost less all accumulated depreciation for those Purchased Assets under Section 1.1(a) (except for certain assets described in Exhibit A for which Buyer will pay the fair market value set forth thereon) plus (ii) the lesser of cost or fair market value for those Purchased Assets under Section 1.1 (b) (adjusted in the case of work in process to exclude all costs except raw materials), all according to United States generally accepted accounting principles, applied on a consistent basis with prior periods ("GAAP"), as of the Closing Date and delivery of this Agreement established pursuant to Section 1.4 (b) (the date of such mutual execution and delivery is sometimes referred to herein as "Purchase Price"). (b) Buyer shall pay at the “Execution Date”Closing Eight Hundred Ninety-One Thousand Six Hundred Sixty Dollars ($891,660.00), Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant to the terms of a mutually agreed to escrow agreement between the Seller which is based on Exhibits A and the Purchaser E (the “Escrow Agreement”"Pre-Closing Value"), with . The PrivateBank and Trust Company, as escrow agent (the “Escrow Holder”), an amount equal to ten percent (10%) of difference between the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not Pre-Closing Value shall be subject to paid by Seller or Buyer, as the claims of creditors or other third parties of the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder case may be, within fifteen (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (1015) days following its receipt of written notice thereof from Sellerafter the Purchase Price is established. At Within fifteen (15) days after the Closing, the Deposit Seller shall be credited and applied toward payment deliver to Buyer a balance sheet in accordance with GAAP setting forth its statement of the Purchase Price. In the event the Deposit becomes non-refundable Buyer may elect within fifteen (15) days thereafter to accept such Purchase Price provided by reason of a Purchaser Default TerminationSeller, Escrow Holder shall, as provided in the Escrow Agreement, confirm such default with Purchaser and immediately thereafter disburse the Deposit and all interest accrued thereon to Seller which shall then be deemed to be retained the Purchase Price, or to have Seller's financial records reviewed or audited, (as selected by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser Buyer). Such review or audit shall be relieved of any and all additional obligations and liabilities hereunder and as a result of such default except for obligations related to Confidential Information as provided hereinperformed within ninety (90) days after the Closing Date. If the transactions contemplated herein terminate Purchase Price established pursuant to such review or audit is more than five percent (5%) above or below the Purchase Price delivered by reason Seller, the Purchase Price for purposes of (A) Seller’s default under this Agreement, it being agreed that Purchaser shall not have the right to so terminate this Agreement unless shall be that established pursuant to such review or audit. Such review or audit shall be performed by Deloitte & Touche or another accounting firm acceptable to Seller have failed and Buyer and shall be performed in accordance with GAAP. If the Purchase Price established pursuant to cure such review or audit is more than five percent (5%) below the applicable default within ten (10) days following their receipt of written notice thereof from PurchaserPurchase Price delivered by Seller, or (B) Seller shall pay the failure of a condition to Purchaser’s obligations hereunder (including Article VI costs and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share fees of the Escrow Holder’s escrow fees accounting firm (otherwise Buyer will pay those costs and charges. (b) On the Closing Date, Purchaser fees). Seller and CD Mexico shall (A) cause the Escrow Holder provide reasonable information to deliver the Deposit (together Buyer in connection with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c), pay and deliver, in Good Funds, its review of the balance sheet delivered by Seller and its analysis of the Purchase Price delivered by Seller, and shall also provide reasonable assistance to Seller the accounting firm in such time frame to enable the completion of the audit or review within such ninety (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, 90) day period. All payments shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum by wire transfer of the following: accrued interest on the Deposit; any charges and prorations for which Sellers or the Real Estate Seller are responsible and/or accountable pursuant to Section 2.7(c); the Working Capital Purchase Price Adjustments identified immediately available funds in Section 2.6(c) below; the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into the various escrow(s) at Closing as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder by Purchaser; and as applicable, the amounts identified on Section 2.6(b) of the Disclosure Schedule related to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through Closingaccordance with wire transfer instructions.

Purchase Price; Purchase Price Adjustment. (a) On the second Business Day before the Closing, the Seller will deliver to the Purchaser the Estimated Closing Statement reflecting the Seller’s calculation of the Estimated Purchase Price to be paid by the Purchaser at the Closing. (b) Within two (2) 60 Business Days after the mutual execution Closing, the Seller will deliver to the Purchaser (i) the Final Closing Statement (A) prepared in accordance with the Seller’s normal operating procedures in effect as of the Cut-Off Time, and delivery (B) based on the information in the Master File and the other Acquired Assets as of this Agreement the Cut-Off Time and (ii) copies of the date Master File as of the Cut-Off Time and all material working papers relating to the Final Closing Statement. (c) The Purchaser shall, within 30 Business Days after receipt of the Final Closing Statement, advise the Seller in writing and in reasonable detail of any inaccuracies it believes are reflected in the Final Closing Statement. In the event no such mutual execution objection to the Final Closing Statement is delivered to the Seller within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and delivery is sometimes referred to herein as binding upon the “Execution Date”)parties. In the event the Purchaser delivers such an objection, the Seller and the Purchaser shall deposit, via intrabank transfer, into an escrow, pursuant attempt in good faith to resolve any differences. In the event all differences are not resolved within 30 Business Days following delivery to the terms Seller of a any objections, then the issues remaining unresolved shall be determined by an independent nationally-recognized public accounting firm mutually agreed acceptable to escrow agreement between the Seller and the Purchaser (the “Escrow AgreementAccountant”). The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement. In making its determination, with the Accountant may only consider those items and amounts as to which the Purchaser and the Seller have disagreed within the time periods and the permitted grounds specified. The PrivateBank Accountant’s determination will be conclusive and Trust Company, as escrow agent (binding on the “Escrow Holder”), an amount equal Purchaser and the Seller absent manifest error. The fees of the Accountant will be shared by the Purchaser and the Seller in proportion to ten percent (10%) the relative differences between their respective calculations of the Purchase Price (the “Deposit”) in immediately available, good funds (funds delivered in this manner are referred to herein as “Good Funds”), pursuant to the joint escrow instructions provided in the Escrow Agreement to be delivered to the Escrow Holder on or before the Execution Date. In turn, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account as provided in the Escrow Agreement. In no event will the Deposit be an asset of the Sellers or any Affiliate until Closing or as otherwise specifically provided herein, and the Deposit will not be subject to amount determined by the claims of creditors or other third parties of Accountant. (d) If the Sellers or any Affiliates. The Deposit shall become non-refundable upon the termination of the transaction contemplated by this Agreement by reason of Purchaser’s default of any obligation hereunder (a “Purchaser Default Termination”), it being agreed that Seller shall not have the right to so terminate this Agreement unless Purchaser has failed to cure the applicable default within ten (10) days following its receipt of written notice thereof from Seller. At the Closing, the Deposit shall be credited and applied toward payment of Estimated Purchase Price exceeds the Purchase Price. In , then the event the Deposit becomes non-refundable by reason of a Purchaser Default Termination, Escrow Holder Seller shall, as provided in within five Business Days after the Escrow AgreementPurchase Price has been finally determined pursuant to Section 2.4(c), confirm pay such default excess amount to the Purchaser, together with Purchaser interest on such excess amount for the period from and immediately thereafter disburse including the Deposit and all interest accrued thereon Closing Date to Seller to be retained by Seller for its own account and as Seller’s sole and exclusive remedy hereunder related to a Purchaser default hereunder and thereafter both Seller and Purchaser shall be relieved of any and all additional obligations and liabilities hereunder and as a result but excluding the date of such default except for obligations related payment at a rate per annum equal to Confidential Information as provided hereinthe Federal Funds Rate. If the transactions contemplated herein terminate by reason of (A) Seller’s default under this AgreementEstimated Purchase Price is less than the Purchase Price, it being agreed that then the Purchaser shall not have shall, within five Business Days after the right Purchase Price has been finally determined pursuant to so terminate this Agreement unless Seller have failed to cure the applicable default within ten (10) days following their receipt of written notice thereof from Purchaser, or (B) the failure of a condition to Purchaser’s obligations hereunder (including Article VI and Article VIII, the Escrow Holder shall confirm the same with Seller as provided in the Escrow Agreement and immediately thereafter return to Purchaser the Deposit (together with all interest accrued thereon), but less Purchaser’s one-half (1/2) share of the Escrow Holder’s escrow fees and charges. (b) On the Closing Date, Purchaser shall (A) cause the Escrow Holder to deliver the Deposit (together with all accrued interest thereon but less the Working Capital Escrow) to Seller, and (B) subject to the adjustments hereinafter identified in this Section 2.6(b), including the working capital adjustment as hereinafter provided in Section 2.6(c2.4(c), pay and deliversuch deficiency to the Seller, in Good Funds, the balance of the Purchase Price to Seller (and/or directly to Sellers’ secured and/or lien creditors to release the liens against the Purchased Assets), which balance amount together with the Deposit identified in (A), above, shall be Fifty-Four- Million Four Hundred Thousand Dollars ($54,400,000) (“Purchase Price”), less the Deposit and less the sum of the following: accrued interest on such deficiency for the Deposit; any charges period from and prorations for which Sellers or including the Real Estate Seller are responsible and/or accountable pursuant Closing Date to Section 2.7(c); but excluding the Working Capital Purchase Price Adjustments identified in Section 2.6(c) below; the Chrysler Equipment Purchase Adjustment identified in Section 2.6(d) below; all amounts deposited into the various escrow(s) date of such payment at Closing as provided herein; all amounts listed on Section 2.3(g) of the Disclosure Schedule which are being assumed hereunder by Purchaser; and as applicable, the amounts identified on Section 2.6(b) of the Disclosure Schedule related a rate per annum equal to the JTEKT and related Chrysler business, and/or other customer/business loss from the execution date of the Agreement through Closing.Federal Funds