Common use of Total Purchase Price Clause in Contracts

Total Purchase Price. (a) The aggregate purchase price for the Specified Platform Equity Interests, the Company Seller Interests and the Blocker Units shall be the net sum of the following: (i) $675,000,000 (which includes the amount paid as Specified Development Consideration) (the “Holdco Base Purchase Price”) plus (ii) Operating Entity Closing Consideration, plus (iii) the Route 66 and Palouse Proceeds, minus (iv) the Transaction Expenses (the Holdco Base Purchase Price, as adjusted for the foregoing clauses (ii) and (iii) and this clause (iv) collectively, the “Holdco Closing Consideration”), plus (v) if applicable, the Earnout Project Payments made pursuant to Section 2.04 (collectively, (i) through (iv) the “Holdco Total Purchase Price”). (b) The aggregate purchase price for the Operating Equity Interests shall be the net sum of the following: (i) $188,375,000 (the “Operating Entity Base Purchase Price”), minus (ii) the excess, if any, of the Interim Loss Amount over $1 million, minus (iii) the Escrow Funds (the Operating Base Purchase Price, as adjusted for the foregoing clauses (ii) and (iii), collectively, the “Operating Entity Closing Consideration”), plus (iv) the Escrow Return Amount, if any, (collectively (i) through (iii) and this clause (iv), the “Operating Entity Total Purchase Price”). At the Closing, Operating Buyer shall pay to Operating Seller in cash an amount equal to the Operating Entity Closing Consideration. (c) Following the Closing, upon receipt by the Company of any MIPSA Ongoing Payments, Buyers shall cause the Company to promptly pay such MIPSA Ongoing Payments to the Paying Agent for distribution to the Sellers in accordance with the Allocation Schedule.

Total Purchase Price. (a) The aggregate Subject to Clause 4.6(b) (if relevant), the initial purchase price for the Specified Platform Equity Interests, the Company Seller Interests and the Blocker Units Shares shall be an amount equal to the net sum of Consolidated Tangible Book Value at Completion (as identified in the followingPre-Completion Balance Sheet) less: (i) $675,000,000 (which includes the amount paid as Specified Development Consideration) (the “Holdco Base Purchase Price”) plusDeduction Amount; (ii) Operating Entity Closing Considerationthe sum of US$6,000,000 which, plusfor the avoidance of doubt, relates to the Mexico Transfer; (iii) the Route 66 and Palouse Proceedssum of US$2,000,000 which, minusfor the avoidance of doubt, relates to certain ongoing information technology costs; (iv) the Transaction Expenses (the Holdco Base Purchase Pricesum of US$2,150,000 which, as adjusted for the foregoing clauses (ii) and (iii) and this clause (iv) collectivelyavoidance of doubt, relates to certain one-off costs associated with the “Holdco Closing Consideration”)transition of information technology less non-recurring expenses incurred in connection with such transition which have, plusin each case, been agreed in writing by the parties prior to Completion; and (v) if applicablea sum being not more than US$220,000 which, for the avoidance of doubt, the Earnout Project Payments made pursuant Buyer can reasonably demonstrate relates to Section 2.04 the costs incurred in setting up a new payroll and benefits provider for the employees of CCP Brazil and the employee with employee reference number 218 or any other employee in Germany, which shall be payable to the Seller on Completion by way of electronic transfer for same day value (collectively, (i) through (iv) the “Holdco Total "Initial Purchase Price”"). (b) The aggregate Following Completion, the Initial Purchase Price shall be subject to adjustment in accordance with Paragraphs 4 and 6.1 of Schedule 8 (Purchase price adjustments), such adjusted Initial Purchase Price being the "Completion Purchase Price". In the event that there is an adjustment, a sum equal to the difference between the Initial Purchase Price and the Completion Purchase Price shall be paid after Completion in accordance with the provisions of Paragraph 6.1 (Initial purchase price for adjustments) of Schedule 8 (Purchase price adjustments). In the Operating Equity Interests event that there is no adjustment, the Initial Purchase Price shall be the net sum of the following: (i) $188,375,000 (the “Operating Entity Base Completion Purchase Price”), minus (ii) the excess, if any, of the Interim Loss Amount over $1 million, minus (iii) the Escrow Funds (the Operating Base Purchase Price, as adjusted for the foregoing clauses (ii) and (iii), collectively, the “Operating Entity Closing Consideration”), plus (iv) the Escrow Return Amount, if any, (collectively (i) through (iii) and this clause (iv), the “Operating Entity Total Purchase Price”). At the Closing, Operating Buyer shall pay to Operating Seller in cash an amount equal to the Operating Entity Closing Consideration. (c) Following Completion, the ClosingCompletion Purchase Price shall be subject to adjustment in accordance with Paragraphs 5 and 6.2 of Schedule 8 (Purchase price adjustments), upon receipt by such adjusted Completion Purchase Price being the Company "Final Purchase Price". In the event there is such an adjustment, the sums referred to in Paragraph 6.2 of any MIPSA Ongoing Payments, Buyers Schedule 8 (Purchase price adjustments) shall cause the Company to promptly pay such MIPSA Ongoing Payments to the Paying Agent for distribution to the Sellers be paid in accordance with the Allocation Scheduleprovisions of that Paragraph. In the event that there is no adjustment, the Completion Purchase Price shall be the Final Purchase Price.

Total Purchase Price. The total purchase price (as adjusted in ---------------------- accordance herewith, the "Total Purchase Price") for the sale and purchase of the Securities is the aggregate of: (a) FORTY-FIVE MILLION AND NO/100 Dollars ($45,000,000.00) and (b) the outstanding principal amount of the "Amended and Restated Note" described in Section 3.01(b) below. The Total Purchase Price shall be payable by Purchaser to Seller as follows: (a) The aggregate purchase price for the Specified Platform Equity Interests, the Company Seller Interests and the Blocker Units shall be the net sum of the following: FORTY-FIVE MILLION AND NO/100 DOLLARS (i) $675,000,000 (which includes the amount paid as Specified Development Consideration) (the “Holdco Base Purchase Price”) plus (ii) Operating Entity Closing Consideration, plus (iii) the Route 66 and Palouse Proceeds, minus (iv) the Transaction Expenses (the Holdco Base Purchase Price45,000,000.00), as adjusted for the foregoing clauses (ii) increased or decreased by credits, prorations, fees and (iii) and this clause (iv) collectively, the “Holdco Closing Consideration”), plus (v) if applicable, the Earnout Project Payments adjustments made pursuant to Section 2.04 this Agreement, shall be paid by Purchaser to Seller in United States currency in the form of immediately available funds on the Closing Date (collectively, (i) through (iv) the “Holdco Total Purchase Price”as hereinafter defined). (b) The aggregate purchase price for Premier Parks Inc. and FTI shall assume and become co-obligated on the Operating Equity Interests shall be debt represented by the net sum of Amended and Restated Note in the following: (i) $188,375,000 (the “Operating Entity Base Purchase Price”), minus (ii) the excess, if any, of the Interim Loss Amount over $1 million, minus (iii) the Escrow Funds (the Operating Base Purchase Price, as adjusted for the foregoing clauses (ii) and (iii), collectively, the “Operating Entity Closing Consideration”), plus (iv) the Escrow Return Amount, if any, (collectively (i) through (iii) and this clause (iv), the “Operating Entity Total Purchase Price”). At the Closing, Operating Buyer shall pay to Operating Seller in cash an principal amount equal to Three Million One Hundred Eight Thousand ($3,108,000.00) dollars, the Operating Entity outstanding principal of the "Partnership Note" (as hereinafter defined), plus all accrued interest thereunder, through the date of Closing Consideration(the "Amended and Restated Note"), evidencing the debt owed to Seller by SATP under the Partnership Agreement ("Partnership Note"). The Amended and Restated Note shall have a term of seven (7) years, with an interest rate equal to the prime rate, announced from time to time by Citibank, N.A. as its prime rate in effect at its principal office in New York City, and provide for annual payments of interest only during its term. The Amended and Restated Note shall be secured by the Deed of Trust (hereinafter defined) and prepayable at Purchaser's option, in whole or in part without penalty or premium, provided, however, any such partial prepayment is at least $500,000. (c) Following At Closing FTI and SATP, as Co-Grantors shall execute and deliver a first lien deed of trust and other security and related agreements (collectively "Deed of Trust") encumbering the ClosingPark and all of SATP's interest in the Park, upon receipt by the Company of any MIPSA Ongoing Payments, Buyers shall cause the Company to promptly pay such MIPSA Ongoing Payments subject only to the Paying Agent Permitted Exceptions, except for distribution any such Permitted Exceptions arising by, through or under Purchaser or its Affiliates ("Purchaser Exceptions") unless such Purchaser Exceptions relate to easements, covenants, restrictions, public dedications and other encumbrances arising after the Lease Commencement Date in the ordinary course of Business that do not secure indebtedness or other payment obligation, ("Purchaser Permitted Exceptions"), provided, however, if a Purchaser Exception secures indebtedness or other payment obligations, such Purchaser Exception shall be included as a Purchaser Permitted Exception if Purchaser shall (i) use commercially reasonable efforts to contest such Purchaser Exception, and (ii) pay any amounts adjudged by a court of competent jurisdiction to be due, with all costs penalties, and interest thereon promptly after the Order becomes final and non-appealable, provided, however, any such amounts shall be paid prior to the Sellers in accordance with date any Order is issued under which the Allocation SchedulePark or any part thereof may be sold. The Deed of Trust shall secure the payment of the Amended and Restated Note.

Total Purchase Price. (a) The aggregate purchase price for In consideration of the Specified Platform Equity Interests, sale by the Company Seller Interests Stockholders to Natrol of the Shares and in reliance upon the representations and warranties of the Stockholders herein contained and the Blocker Units other terms and conditions hereof and subject to the satisfaction of all of the conditions contained herein, Natrol agrees to pay to the Stockholders, at the times set forth herein, a total aggregate consideration (the "Total Purchase Price"), which shall be allocated among the net sum of Stockholders on a pro rata basis as set forth on SCHEDULE 1.02, equal to Thirty Million Dollars ($30,000,000) minus the following: Adjustment Amount, if any, to be determined and paid in accordance with Section 1.03. The Total Purchase Price shall be satisfied by delivery by Natrol to the Stockholders (iallocated among the Stockholders on a pro rata basis as set forth on Schedule 1.02) of: (a) Twenty Nine Million Dollars ($675,000,000 (which includes the amount paid as Specified Development Consideration29,000,000) (the “Holdco Base Purchase Price”) plus (ii) Operating Entity Closing Consideration, plus (iii) the Route 66 and Palouse Proceeds, minus (iv) the Transaction Expenses (the Holdco Base Purchase Price, as adjusted for the foregoing clauses (ii"Cash Payment") and (iiib) and this clause 124,270 shares of common stock, par value $.01 per share, of Natrol (iv"Natrol Common Stock") collectively, (the “Holdco Closing Consideration”), plus (v) if applicable, the Earnout Project Payments made pursuant to Section 2.04 (collectively, (i) through (iv) the “Holdco Total Purchase Price”"Stock Payment"). (b) The aggregate purchase price for the Operating Equity Interests Cash Payment shall be paid by Natrol at the net sum Closing. The Stock Payment shall be held by Natrol as security in favor of Natrol for, and shall be reduced to the following: extent of, all Losses (as defined in Section 5.02 hereof) incurred by Prolab as a result of: (i) $188,375,000 the litigation styled as PROLAB NUTRITION, INC. V. BASIC RESEARCH, LLC, ET AL., Case No. C2 99- 396, now pending in the Federal District Court for the Southern District of Ohio (the “Operating Entity Base Purchase Price”"Current Lawsuit"); (ii) any Action or potential Action between one or more of the parties to the Current Lawsuit and/or any related or affiliated parties or governmental entity arising out of or relating to the general state of facts alleged in the Current Lawsuit (collectively with the Current Lawsuit the "Basic Litigation"); and (iii) the patent/trademark dispute between Prolab, minus Ergogenix, LLC, Brink Training Systems and others described in Section 3.15 of the Disclosure Schedule (the "Patent Dispute"). Within ten (10) days following the last to occur of: (i) the date on which the Basic Litigation has been fully and finally resolved, by settlement between the parties, arbitration, court order (once all periods for appeal have expired) or otherwise; or (ii) the excessdate on which the Patent Dispute is fully and finally resolved to the reasonable satisfaction of Natrol, Natrol shall issue or cause to be issued to the Stockholders (allocated among among the Stockholders on a pro rata basis as set forth on Schedule 1.02) that number of shares of Natrol Common Stock, if any, of the Interim Loss Amount over $1 million, minus equal to (iiiA) the Escrow Funds Stock Payment less (the Operating Base Purchase Price, as adjusted for the foregoing clauses (iiB) and (iii), collectively, the “Operating Entity Closing Consideration”), plus (iv) the Escrow Return Amount, if any, (collectively (i) through (iii) and this clause (iv), the “Operating Entity Total Purchase Price”). At the Closing, Operating Buyer shall pay to Operating Seller in cash an amount that number of whole shares of Natrol Common Stock equal to the Operating Entity Closing Consideration. (c) Following the Closing, upon receipt quotient of all Losses incurred by the Company of any MIPSA Ongoing Payments, Buyers shall cause the Company to promptly pay such MIPSA Ongoing Payments Buyer Indemnified Party subsequent to the Paying Agent Closing Date in respect of the Basic Litigation and the Patent Dispute divided by $8.047 (as adjusted from time to time to reflect any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification or similar event affecting shares of Natrol Common Stock). In the event the Stock Payment held as security by Natrol is insufficient to compensate the Buyer Indemnified Parties for distribution such Losses, the Stockholders shall be jointly and severally liable for, and shall promptly pay, any deficiency to such Buyer Indemnified Parties. In the Sellers in accordance with event that payment of such a deficiency is due from the Allocation Schedule.Stockholders but is not paid, such obligation may be satisfied by set-off against any amounts payable to any Stockholder pursuant to this Agreement or

Total Purchase Price. (a) The aggregate purchase price for the Specified Platform Equity Interests, the Company Seller Interests and the Blocker Units shall be the net sum of the following: (i) $675,000,000 (which includes the amount paid as Specified Development Consideration) (the “Holdco Base Purchase Price”) plus (ii) Operating Entity Closing Consideration, plus (iii) the Route 66 and Palouse Proceeds, minus (iv) the Transaction Expenses (the Holdco Base Purchase Price, as adjusted for the foregoing clauses (ii) and (iii) and this clause (iv) collectively, the “Holdco Closing Consideration”), plus (v) if applicable, the Earnout Project Payments made pursuant to Section 2.04 (collectively, (i) through (iv) the “Holdco Total Purchase Price”). (b) The aggregate purchase price for the Operating Equity Interests shall be the net sum of the following: (i) $188,375,000 (the “Operating Entity Base Purchase Price”), minus, (ii) the excess, if any, of the Interim Loss Amount over $1 million, minus, (iii) the Escrow Funds (the Operating Base Purchase Price, as adjusted for the foregoing clauses (ii) and (iii), collectively, the “Operating Entity Closing Consideration”), plus (iv) the Escrow Return Amount, if any, (collectively (i) through (iii) and this clause (iv), the “Operating Entity Total Purchase Price”). At the Closing, Operating Buyer shall pay to Operating Seller in cash an amount equal to the Operating Entity Closing Consideration. (c) Following the Closing, upon receipt by the Company of any MIPSA Ongoing Payments, Buyers shall cause the Company to promptly pay such MIPSA Ongoing Payments to the Paying Agent for distribution to the Sellers in accordance with the Allocation Schedule.