Calculation of the Purchase Price. 5.1 The total consideration for the sale of the Farnell Volume Business shall be US$300,000,000 as adjusted in accordance with the three adjustments set out in this clause 5. This US$300,000,000 amount shall be called "the Basic Purchase Price" and shall be paid in accordance with clause 7. 5.2 In order to make the required adjustments to the Basic Purchase Price, the December Statements and the Local Completion Statements shall be prepared in accordance with clause 6. 5.3 The first adjustment to the Basic Purchase Price shall be made by reference to the Consolidated Net Operating Asset Statement. To the extent the total figure in the Consolidated Net Operating Asset Statement is more than (pound sterling)80,700,000, the Basic Purchase Price shall be increased by that amount. To the extent the total figure in the Consolidated Net Operating Asset Statement is less than (pound)80,700,000, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Net Asset Adjustment" and shall be paid in accordance with clause 7. 5.4 The second adjustment to the Basic Purchase Price shall be made by reference to the Local Retained Asset Statements. Each Local Retained Asset Value as shown in the Local Retained Asset Statement shall be converted into sterling in accordance with clause 6.1 and the various sterling amounts for all the Companies and Businesses shall be aggregated. If this aggregate amount is positive, the Basic Purchase Price shall be increased by that amount. If this amount is negative, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Retained Asset Adjustment" and shall be paid in accordance with clause 7. 5.5 The third adjustment to the Basic Purchase Price shall be made as follows: Each Local Completion Value as shown in the Local Completion Statement shall be converted into sterling in accordance with clause 6.1 and the various sterling amounts for all the Companies and Businesses shall be aggregated. If this aggregate amount is positive, the Basic Purchase Price shall be increased by that amount. If this amount is negative, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Completion Adjustment" and shall be paid in accordance with clause 7. 5.6 The total consideration shall be allocated between the various Companies, Businesses and Loans in accordance with clause 8.
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Calculation of the Purchase Price. 5.1 The total consideration for (a) On each Business Day from and including the Closing Date to but excluding the Purchase Termination Date, the Seller shall deliver, or cause the Servicer to deliver, to the Issuer an accounting with respect to (i) the Purchases of Purchased Assets to be made on such Business Day and (ii) the Purchase Price to be paid on account of the foregoing as calculated in accordance with this Section 2.04. Such accounting, so long as ------------ LSFCC or an Affiliate of LSFCC acts as Servicer, will be included in the Daily Receivables Activity Report generated by the Servicer.
(b) With respect to the Purchase of any Purchased Assets by the Issuer pursuant to this Article II, (i) on the Closing Date, the Issuer shall pay to the Transferor a purchase price equal to 97.7% times the Unpaid Balance of all Receivables to be Purchased from the Seller and the Transferor on the Closing Date, $190,000,000 of which shall be funded through a capital contribution made by NF Industries, Inc. and the SPC Member to the Issuer and (ii) on each day after the Closing Date the Issuer shall pay to the Seller a purchase price equal to 97.7% (the "Purchase Price Percentage") times the Unpaid ------------------------- Balance of the Receivables to be Purchased from the Seller on such day (each such purchase price, the "Purchase Price"). To the extent that the Purchase -------------- Price otherwise to be paid on the Closing Date shall exceed the sum of the capital contribution described above plus the net proceeds from the sale of the Farnell Volume Business shall be US$300,000,000 as adjusted in accordance with the three adjustments set out in this clause 5. This US$300,000,000 amount shall be called "the Basic Purchase Price" and shall be paid in accordance with clause 7.
5.2 In order to make the required adjustments to the Basic Purchase PriceSeries of Notes then being issued, the December Statements and the Local Completion Statements shall be prepared in accordance with clause 6.
5.3 The first adjustment to the Basic parties hereto acknowledge that such Purchase Price shall be funded through, or otherwise by, a capital contribution made by reference NF Industries, Inc. and the SPC Member to the Consolidated Net Operating Asset StatementIssuer in the amount of such excess, the precise amount of which will be determined by the close of business on the Closing Date. To Conversely, to the extent that the total figure sum of such capital contributions plus net proceeds exceeds the Purchase Price owed on the Closing Date, the amount overpaid shall be credited to the Issuer's members as a return of capital. The Purchase Price Percentage may be recalculated no more frequently than monthly using a discount rate and expected collection period based on the Issuer's weighted cost of funds and Average Days Outstanding for the prior month and assuming a reasonable return on Issuer's equity and adjusted to reflect such factors as the Seller and the Issuer mutually agree will result in a Purchase Price determined to be the fair market value of such Purchased Assets. No change in the Consolidated Net Operating Asset Statement is more than (pound sterling)80,700,000, the Basic Purchase Price shall be increased by that amount. To Percentage will affect the extent the total figure in the Consolidated Net Operating Asset Statement is less than (pound)80,700,000, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Net Asset Adjustment" and shall be paid in accordance with clause 7.
5.4 The second adjustment or owed for Receivables sold prior to the Basic Purchase Price shall be made by reference to the Local Retained Asset Statements. Each Local Retained Asset Value as shown in the Local Retained Asset Statement shall be converted into sterling in accordance with clause 6.1 and the various sterling amounts for all the Companies and Businesses shall be aggregated. If this aggregate amount is positive, the Basic Purchase Price shall be increased by that amount. If this amount is negative, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Retained Asset Adjustment" and shall be paid in accordance with clause 7effective date of such change.
5.5 The third adjustment to the Basic Purchase Price shall be made as follows: Each Local Completion Value as shown in the Local Completion Statement shall be converted into sterling in accordance with clause 6.1 and the various sterling amounts for all the Companies and Businesses shall be aggregated. If this aggregate amount is positive, the Basic Purchase Price shall be increased by that amount. If this amount is negative, the Basic Purchase Price shall be decreased by that amount. This amount shall be called the "Completion Adjustment" and shall be paid in accordance with clause 7.
5.6 The total consideration shall be allocated between the various Companies, Businesses and Loans in accordance with clause 8.
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