Sale and Purchase of PPA Stock Sample Clauses

Sale and Purchase of PPA Stock. Subject to the terms and conditions hereof, at the Closing Buyer shall purchase from Seller, and Seller shall sell to Buyer, the Purchased PPA Stock, constituting in the aggregate 80% of the capital stock of the Company. The purchase price for the Purchased PPA Stock shall consist of a cash payment to Seller in an amount equal to the result obtained by subtracting (a) the sum of (i) the amount of the Class C Contribution plus (ii) all fees, costs and expenses incurred or to be incurred by Buyer in connection with the Transaction Insurance, including without limitation, all premiums paid or payable in respect of the full six-year term thereof and the Insurer’s due diligence fees and expenses (in the aggregate, the “Transaction Insurance Costs” (provided, however, that if Buyer purchases Transaction Insurance with an aggregate limit of coverage in excess of $7,000,000, then the premium included in the Transaction Insurance Costs shall be deemed to be the lesser of (x) the premium paid or payable in respect of the full six-year term thereof for the Transaction Insurance actually purchased and (y) $300,000)), from (b) $27,974,000.00 (such result, the “Purchase Price”), subject to the Holdback and Purchase Price Adjustments as provided in Sections 1.5, 1.6, 1.7 and 1.8.