Common use of Calculation and Payment of Purchase Price Clause in Contracts

Calculation and Payment of Purchase Price. Seller has provided to Buyer an unaudited Closing Balance Sheet (as set forth in SCHEDULE 2.6), and on the basis of it Seller and Buyer have agreed on an estimated purchase price of Two Million One Hundred Thousand Dollars ($2,100,000) (the "Estimated Purchase Price"), and ninety percent (90%) of that amount will be paid to Seller at the Closing as provided in Section 1.3. The remaining ten percent (10%) of the Estimated Purchase Price will be held in escrow (the "Escrow Amount"), in accordance with the terms of the Escrow Agreement which shall be substantially in the form attached hereto as EXHIBIT 1.4. The Estimated Purchase Price will be subject to adjustment in accordance with paragraphs (a) and (b) below and in accordance with Section 8.6. The Estimated Purchase Price, if and as so adjusted, will be deemed to be, and will be, the "Purchase Price" for the sale by Seller to Buyer of the Subject Assets, subject to the assumption by Buyer of the Assumed Liabilities, in accordance with the provisions of this Agreement. (a) The Closing Balance Sheet (as set forth in SCHEDULE 2.6 hereof) has been certified by the chief financial officer of the Seller. Within ninety (90) days of the Closing, Buyer and Buyer's accountants shall verify the correctness of the Closing Balance Sheet. If the actual net worth calculated from the Closing Balance Sheet is less than One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000), the difference between the actual net worth and One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) ("Net Worth Shortfall") will be paid from the Escrow Amount to the Buyer. If the Escrow Amount is insufficient to fund the Net Worth Shortfall, the Seller shall promptly pay the excess to Buyer. (b) If the actual net worth calculated from the Closing Balance Sheet is in excess of Two Million Two Hundred Five Thousand Dollars ($2,205,000), the difference between the actual net worth and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall be paid by Buyer to Seller as additional consideration. The net worth amounts of One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall be calculated without regard to employee-related liabilities assumed by Buyer with respect to Seller's employees that are employed by Buyer. Any payments due from Seller to Buyer under paragraph (a) and on account of any breach of Seller's representations and warranties as to the Closing Balance Sheet shall be taken first from the Escrow Amount, and if such payments exceed the Escrow Amount, Seller shall promptly pay the excess to Buyer. All disputes, claims or controversies under this Section 1.4 which are not resolved by mutual agreement shall be resolved under Section 9.11.

Calculation and Payment of Purchase Price. The calculation and payment of the Purchase Price (defined herein) shall be made as follows: (a) Buyer shall pay to Seller has provided an amount of cash (the "Purchase Price") equal to: (i) the Acquisition Value (defined herein) of the Assets; (ii) plus, a premium of $34,000,000.00 (the "Premium"); (iii) plus, the net amount of any prorated items required by Section 2.06 hereof owed by Buyer to Seller; (iv) minus, the aggregate amount of principal and accrued interest on the Deposit Liabilities; (v) minus, the net amount of any prorated items required by Section 2.06 hereof owed by Seller to Buyer. If the Purchase Price calculated pursuant to the foregoing formula is a negative amount, then Seller shall pay to Buyer the absolute value of such Purchase Price. (b) On the Closing Date, Buyer shall transfer to Seller, by wire transfer in immediately available funds to an unaudited Closing Balance Sheet (as set forth in SCHEDULE 2.6)account designated by Seller, and on the basis of it an amount which Seller and Buyer have agreed estimate to be the amount of the Purchase Price, which estimated amount shall be based upon actual or good faith estimates of the foregoing amounts as of the close of business on an estimated purchase price of Two Million One Hundred Thousand Dollars ($2,100,000) the third business day prior to the Closing Date (the "Estimated Purchase Price"), and ninety percent . (90%c) of that amount will be paid to Seller at On the fifteenth (15th) business day after the Closing Date or such earlier date as provided may be agreed to in Section 1.3. The remaining ten percent writing by the parties (10%the "Adjustment Payment Date"), an adjustment payment (the "Adjustment Payment") shall be made either by Seller to Buyer or by Buyer to Seller, as appropriate, so as to correct any discrepancy between the amount of the Estimated Purchase Price will be held in escrow (paid under the "Escrow Amount"), preceding paragraph and the Purchase Price calculated in accordance with this Section 2.04. Seller shall provide to Buyer a closing statement which reflects the terms calculation of the Escrow Agreement which Adjustment Payment relative to the Estimated Purchase Price. The Adjustment Payment due to either party pursuant to this paragraph shall be substantially paid to such party on the Adjustment Payment Date by the other party by wire transfer in immediately available funds to an account designated by the form attached hereto payee party, with interest thereon from the Closing Date through the Adjustment Payment Date at a rate equal to the effective Federal Funds rate as EXHIBIT 1.4. The Estimated Purchase Price will published by the Federal Reserve. (d) For purposes of this Agreement, the "Acquisition Value" of the Assets shall be subject to adjustment the sum of the following: (i) the aggregate outstanding principal and earned but unpaid interest on the Loans, together with any late charges accrued thereon as of the close of business on the Closing Date, determined in accordance with paragraphs generally accepted accounting principals consistently applied (a"GAAP"); (ii) the Cash on Hand as of the close of business on the Closing Date; (iii) plus, the net book value of the Real Property and (b) below and Personal Property on Seller's books as of the end of the month immediately preceding the month in which the Closing Date occurs, determined in accordance with Section 8.6. The Estimated Purchase Price, if and as so adjusted, will be deemed to be, and will be, the "Purchase Price" for the sale by Seller to Buyer of the Subject Assets, subject to the assumption by Buyer of the Assumed Liabilities, in accordance with the provisions of this Agreement.GAAP; (aiv) The Closing Balance Sheet minus, $400,000 (as set forth in SCHEDULE 2.6 hereof) has been certified by the chief financial officer of the Seller. Within ninety (90) days of the Closing, Buyer and Buyer's accountants shall verify the correctness of the Closing Balance Sheet. If the actual net worth calculated from the Closing Balance Sheet is less than One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000agreed loan loss reserve transfer), the difference between the actual net worth and One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) ("Net Worth Shortfall") will be paid from the Escrow Amount to the Buyer. If the Escrow Amount is insufficient to fund the Net Worth Shortfall, the Seller shall promptly pay the excess to Buyer. (b) If the actual net worth calculated from the Closing Balance Sheet is in excess of Two Million Two Hundred Five Thousand Dollars ($2,205,000), the difference between the actual net worth and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall be paid by Buyer to Seller as additional consideration. The net worth amounts of One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) and Two Million Two Hundred Five Thousand Dollars ($2,205,000) shall be calculated without regard to employee-related liabilities assumed by Buyer with respect to Seller's employees that are employed by Buyer. Any payments due from Seller to Buyer under paragraph (a) and on account of any breach of Seller's representations and warranties as to the Closing Balance Sheet shall be taken first from the Escrow Amount, and if such payments exceed the Escrow Amount, Seller shall promptly pay the excess to Buyer. All disputes, claims or controversies under this Section 1.4 which are not resolved by mutual agreement shall be resolved under Section 9.11.

Calculation and Payment of Purchase Price. Seller has provided to Buyer an unaudited Closing Balance Sheet The Purchase Price for a Purchased Receivable shall be the face value of such Purchased Receivable less (as set forth A) any Discount and Administration Fee in SCHEDULE 2.6)respect of such Receivable and (B) less, and on but not for the basis purpose of it Seller and Buyer have agreed on an estimated purchase price of Two Million One Hundred Thousand Dollars ($2,100,000) (calculating the "Estimated Initial Purchase Price"), and ninety percent (90%i) of any discount, commission, credit, set-off or other deduction allowed or allowable by the relevant Client to the Customer, (ii) if that amount will be paid to Seller at the Closing Receivable is payable other than in US Dollars, any charges for collecting and/or converting as provided in Section 1.3. The remaining ten percent (10%) of the Estimated Purchase Price will be held in escrow (the "Escrow Amount"), appropriate in accordance with the terms of the Escrow Agreement which shall be substantially in the form attached hereto clause 25.4 (Miscellaneous) and (iii) such other adjustments as EXHIBIT 1.4. The Estimated Purchase Price will be subject FGI is permitted to adjustment make in accordance with paragraphs (a) and (b) below and in accordance with Section 8.6. The Estimated Purchase Price, if and as so adjusted, will be deemed to bethis Deed, and will be, the "Purchase Price" for the sale by Seller to Buyer of the Subject Assetsshall become due and payable, subject to the assumption by Buyer of the Assumed Liabilities, in accordance with the provisions terms of this Agreement., as follows: (a) The Closing Balance Sheet (as set forth Initial Purchase Price in SCHEDULE 2.6 hereof) has been certified by respect of any Purchased Receivable shall become due on the chief financial officer Purchase Date of such Purchased Receivable. FGI will also record the amount of the Seller. Within ninety (90) days of Initial Purchase Price on the Closing, Buyer and Buyer's accountants shall verify the correctness of the Closing Balance Sheet. If the actual net worth calculated from the Closing Balance Sheet is less than One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000), the difference between the actual net worth and One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) ("Net Worth Shortfall") will be paid from the Escrow Amount to the Buyer. If the Escrow Amount is insufficient to fund the Net Worth Shortfall, the Seller shall promptly pay the excess to BuyerFunds In Use Account. (b) If the actual net worth calculated from the Closing Balance Sheet is The Deferred Purchase Price in respect of any Purchase Receivable shall become due upon receipt of amounts in excess of Two Million Two Hundred Five Thousand Dollars ($2,205,000)the Initial Purchase Price or at the time when the Purchased Receivable becomes a Defaulted Receivable, whereby in the latter case to the extent the Default Risk remains with the Client, the difference between the actual net worth and Two Million Two Hundred Five Thousand Dollars ($2,205,000) Deferred Purchase Price shall not be paid by Buyer but be settled in accordance with clause 8.6 (Ineligible Receivables, Default Risk and repurchase). FGI will also record the amount of the Deferred Purchase Price, to Seller as additional considerationthe extent this is resulting from Customer payments, to the Reserve Account. The net worth amounts Deferred Purchase Price for any of One Million Nine Hundred Ninety-Five Thousand Dollars ($1,995,000) and Two Million Two Hundred Five Thousand Dollars ($2,205,000) the Receivables shall only become payable if no other Receivables have become or may become Defaulted Receivables or will be calculated without regard charged as Defaulted Receivables to employee-related liabilities assumed by Buyer with respect the Reserve Account. The Reserves established pursuant to Seller's employees that are employed by Buyer. Any payments due from Seller to Buyer under paragraph (a) and on account the Deferred Purchase Price mechanism shall cover all defaults of any breach and all Purchased Receivables and irrespective of Seller's representations and warranties as which Client has sold such Receivables to the Closing Balance Sheet shall be taken first from the Escrow Amount, and if such payments exceed the Escrow Amount, Seller shall promptly pay the excess to Buyer. All disputes, claims or controversies under this Section 1.4 which are not resolved by mutual agreement shall be resolved under Section 9.11FGI.