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

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the sale and transfer of the Purchased Assets (“Purchase Price”) shall be in U.S. dollars and shall be (i) Thirty-Seven Million Dollars ($37,000,000.00), plus (ii) the Inventory Value (as determined in Section 2.7(a) below) and the Book Value of the Acquired Accounts Receivable of Sellers, minus (iii) the aggregate dollar amount of the Post-Petition Payables and the Accrued Expenses; provided, however, the Post-Petition Payables and Accrued Expenses shall be calculated and determined in the same manner as the Statement of Current Assumed Liabilities attached to the Balance Sheet. (b) At the Closing, Purchaser shall deliver the Purchase Price as follows: (i) the lesser of Fifty-Five Million Dollars ($55,000,000.00) or the Purchase Price, in cash, by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by First American Title Insurance Company (“Disbursement Agent”), for further disbursement by Disbursement Agent in accordance with the provisions of this Agreement, which amount shall be reduced by the amount of the Good Faith Deposit paid to Sellers as a credit against the Purchase Price in accordance with Section 2.8(b); and (ii) if the Purchase Price exceeds Fifty-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payable. The remaining quarterly installments shall continue and shall be due and payable commencing with the then next regularly-scheduled quarterly installment then due on or following February 1, 2013. Said remaining quarterly installments shall be payable on the first (1st) day of the calendar month of the applicable quarter. By way of example, if Closing occurs in May 2012, then quarterly installments would otherwise be due September 1, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date (the “Purchase Note”). The Purchase Note shall be governed in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the Guaranty. (c) Purchaser and Sellers agree that the Purchase Price and applicable Assumed Liabilities shall be allocated in accordance with Section 1060 of the Code and the regulations thereunder and Schedule 2.6(c) hereof (such schedule to be determined jointly by Purchaser and Sellers prior to Closing). Each of Purchaser and Sellers agrees to provide the other promptly with any other information required to complete Schedule 2.6(c). Such allocation shall be binding on Purchaser and Sellers for all purposes, including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its federal and applicable state income tax returns and will also file such further information or take such further actions as may be necessary to comply with the Treasury Regulations that have been promulgated pursuant to Section 1060 of the Code and similar applicable state Laws and regulations.

Purchase Price; Allocation of Purchase Price. (a) The purchase price aggregate consideration payable for the sale Shares and transfer of the Purchased Assets shall consist of the sum of (A) the Premium (as adjusted pursuant to Section 2.10), plus (B) the product of (1) Final Book Value multiplied by (2) the Fixed Exchange Rate, plus (C) the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). At the Closing the Purchaser shall pay to Deutsche Bank an amount in cash equal to the sum of (A) shall be in U.S. dollars and shall be the Premium (ias reduced by the delivery of Purchaser Common Stock pursuant to Section 2.11), less (B) Thirty-Seven Million Dollars the product of ($37,000,000.00)1) the Holdback Amount multiplied by (2) the Fixed Exchange Rate, plus (iiC) the Inventory Value product of (as determined in Section 2.7(a1) below) and the Estimated Book Value of the Acquired Accounts Receivable of Sellers, minus multiplied by (iii2) the aggregate dollar Fixed Exchange Rate (such amount of being the Post-Petition Payables and the Accrued Expenses; provided, however, the Post-Petition Payables and Accrued Expenses shall be calculated and determined in the same manner as the Statement of Current Assumed Liabilities attached to the Balance Sheet“Closing Date Cash Payment”). (b) At the Closing, Purchaser shall deliver The Purchase Price and any subsequent adjustments to the Purchase Price as follows: (i) the lesser of Fifty-Five Million Dollars ($55,000,000.00) or the Purchase Price, in cash, by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by First American Title Insurance Company (“Disbursement Agent”), for further disbursement by Disbursement Agent in accordance with the provisions of this Agreement, which amount shall be reduced by the amount of the Good Faith Deposit paid to Sellers as a credit against the Purchase Price in accordance with Section 2.8(b); and (ii) if the Purchase Price exceeds Fifty-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payable. The remaining quarterly installments shall continue and shall be due and payable commencing with the then next regularly-scheduled quarterly installment then due on or following February 1, 2013. Said remaining quarterly installments shall be payable on the first (1st) day of the calendar month of the applicable quarter. By way of example, if Closing occurs in May 2012, then quarterly installments would otherwise be due September 1, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date (the “Purchase Note”). The Purchase Note shall be governed in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the Guaranty. (c) Purchaser and Sellers agree that the Purchase Price and applicable Assumed Liabilities shall be allocated among the Shares and the Purchased Assets in accordance with Section 1060 of the Code and Code, the regulations Regulations issued thereunder and Schedule 2.6(c2.04(b) hereof (such schedule to be determined jointly by Purchaser and Sellers prior to Closingthe “Allocation Method”). Each Not less than five (5) Business Days before the Closing Date, Deutsche Bank shall deliver to the Purchaser a proposed allocation of Purchaser the Closing Date Cash Payment and Sellers agrees to provide the other promptly with any other information required to complete Schedule 2.6(c). Such each Local Closing Date Cash Payment, which proposed allocation shall be binding on consistent with Schedule 2.04(b). Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local, or non-United States law), the Purchaser and Sellers Deutsche Bank agree that the transactions contemplated in this Agreement will be reported for all purposesTax purposes in a manner consistent with the terms of this Agreement, including Schedule 2.04(b) and the reporting of gain or loss and determination of basis for income tax purposesallocation under this Section 2.04(b) (to the extent agreed to by the Parties pursuant to Section 2.04(c)), and each that neither of them (nor any of their Affiliates) will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation or otherwise. (c) Within 60 days after the Closing Date, Deutsche Bank will provide to the Purchaser a copy of its proposed allocation of the parties hereto agrees that it Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares in a manner consistent with Schedule 2.04(b) (the “Proposed Allocation”). If the Purchaser disputes the Proposed Allocation, the Purchaser will file give Deutsche Bank a statement written notice of such dispute (on the “Allocation Dispute Notice”) within 30 days after receipt of the Proposed Allocation setting forth the matters in dispute and the specific grounds for such dispute. If Purchaser does not provide Deutsche Bank with such Allocation Dispute Notice within such 30 day period, Purchaser will be deemed to have agreed to, and accepted, the Proposed Allocation. Deutsche Bank and the Purchaser will endeavor in good faith to resolve any dispute within 30 days after Deutsche Bank’s receipt of the Alloation Dispute Notice. If Deutsche Bank and Purchaser are unable in good faith to resolve any such dispute with respect to the Proposed Allocation within 30 days after Deutsche Bank’s receipt of the Allocation Dispute Notice (and in no event later than at least 10 days before the last day for filing IRS Form 8594 (or other applicable form) setting forth any similar form required to be filed under state, local or non-United States law)), Deutsche Bank and Purchaser agree to each use its own allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares; provided, however that each such allocation of Deutsche Bank and Purchaser is consistent with its federal Schedule 2.04(b). The allocation of any subsequent adjustments to the Purchase Price or any Local Purchase Price shall be determined in a manner consistent with this subsection. (d) In the event that applicable Law requires the allocation of a Local Purchase Price prior to the dates contemplated by Section 2.04, the Parties will endeavor in good faith to finalize the allocation of such Local Purchase Price within the period required by such applicable Law. (e) Solely for purposes of Sections 2.04(b), (c) and applicable state income tax returns (d), in the event the Purchaser elects, in accordance with Section 2.11 hereof, to pay the Premium in the form of a combination of cash and shares of Purchaser Common Stock, the Purchaser shall notify Deutsche Bank no later than three Business Days prior to the Closing what portion, if any, of each Local Closing Date Cash Payment will also file such further information or take such further actions as may be necessary to comply with the Treasury Regulations that have been promulgated pursuant to Section 1060 consist of the Code and similar applicable state Laws and regulationsshares of Purchaser Common Stock.

Purchase Price; Allocation of Purchase Price. (a) The Subject to any adjustments pursuant to Section 2.03(b), the purchase price for the sale and transfer of the Purchased Assets (“Purchase Price”) shall be in U.S. dollars excluding the purchase price for Sellers' Owned Real Property, which is specified in, and shall be paid pursuant to the terms and subject to the conditions of, Sellers' Real Property Agreements) (the "Purchase Price"), shall consist of the following: (i) Thirty-Seven Million Dollars an amount (the "Base Purchase Price") equal to the sum of (A) $37,000,000.0025,000,000 plus (B) the aggregate amount, if any, by which the Base Purchase Price is to be increased as of the Closing Date pursuant to Section 5.10 (the Purchaser shall pay a portion of this cash amount directly to Nationsbank of Tennessee, N.A. and any other lenders of the Sellers (other than lessors) who have liens on the Assets (the "Lenders") in an amount sufficient to pay all of the Sellers' loan obligations to the Bank and such other lenders (the "Payoff Amounts"), plus ); (ii) 100,000 Common Shares (the Inventory Value "RBA Shares") of RBA (as determined in Section 2.7(a) below) and the Book Value of the Acquired Accounts Receivable of Sellersappropriately adjusted for any stock dividend, minus (iii) the aggregate dollar amount of the Post-Petition Payables and the Accrued Expenses; provided, however, the Post-Petition Payables and Accrued Expenses shall be calculated and determined in the same manner as the Statement of Current Assumed Liabilities attached to the Balance Sheet. (b) At the Closing, Purchaser shall deliver the Purchase Price as follows: (i) the lesser of Fifty-Five Million Dollars ($55,000,000.00) split or the Purchase Price, in cash, by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day combination prior to the Closing Date by First American Title Insurance Company Date); (“Disbursement Agent”iii) Warrants (the "Warrants") to purchase 400,000 Common Shares of RBA (appropriately adjusted for any stock dividend, split or combination prior to the Closing Date), for further disbursement by Disbursement Agent in accordance with substantially the provisions form of this AgreementExhibit F, which amount shall be reduced by the amount of the Good Faith Deposit paid to Sellers as a credit against the Purchase Price in accordance with Section 2.8(b); and (ii) if the Purchase Price exceeds Fifty-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred exercisable until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payable. The remaining quarterly installments shall continue and shall be due and payable commencing with the then next regularly-scheduled quarterly installment then due on or following February 1, 2013. Said remaining quarterly installments shall be payable on the first (1st) day of the calendar month of the applicable quarter. By way of example, if Closing occurs in May 2012, then quarterly installments would otherwise be due September 1, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date hereof at an exercise price per share equal to the closing price of the Common Shares on the New York Stock Exchange on the date of this Agreement (or, if not a Business Day, on the immediately preceding Business Day); and (iv) an amount equal to the prepaid rent, prepaid expenses and deposits transferred to Purchaser, as set forth on Schedule to be provided in a Schedule by the Sellers to the Purchaser three business days before the Closing Date, subject to adjustment until the Closing (the “"Prepaids"). (b) If any election under 5.10 is made by the Purchaser three Business Days prior to the Closing, the Purchase Note”Price shall be increased by the aggregate Book Value (set forth in Schedule 3.08) of any Seller-owned Tangible Personal Property purchased by the Purchaser as a result of such election and the aggregate amount of any prepaid rent, security or similar deposits made by the Sellers under any Leases assigned to the Purchaser as a result of such election (which prepaid rent, security or similar deposits shall be assigned to the Purchaser). The Purchase Note With respect to any such Tangible Personal Property transferred to the Purchaser after the Closing or any such Leases assumed by the Purchaser after Closing, such additional amounts shall be governed paid after Closing in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the GuarantySection 5.10. (c) Purchaser and Sellers The parties agree that that, for U.S. Tax purposes, the Purchase Price and applicable Assumed Liabilities shall be allocated as of the Closing Date among the Assets in accordance with Schedule 2.03(c) and Internal Revenue Code Section 1060 and Treasury Regulations thereunder and they shall file such Tax returns and forms as required reflecting such allocation of the Code and Purchase Price. Any subsequent adjustments to the regulations thereunder and Schedule 2.6(c) hereof (such schedule to be determined jointly by Purchaser and Sellers prior to Closing). Each of Purchaser and Sellers agrees to provide the other promptly with any other information required to complete Schedule 2.6(c). Such allocation shall be binding on Purchaser and Sellers for all purposes, including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its federal and applicable state income tax returns and will also file such further information or take such further actions as may be necessary to comply with the Treasury Regulations that have been promulgated Purchase Price pursuant to Section 1060 of 2.03(b) shall be reflected in the Code and similar applicable state Laws and regulationsallocation hereunder in a manner consistent with Treasury Regulation Section 1.1060-1T(f). No party hereto shall file any Tax return or form or take a position with a Tax authority that is inconsistent with such allocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for Subject only to any adjustment that may occur in accordance with Section 2.7, Buyer shall pay to Sellers on the sale and transfer Closing Date the sum of the Purchased Assets (“Purchase Price”) shall be in U.S. dollars and shall be (i) Thirty-Seven Eleven Million Six Hundred Thousand Dollars ($37,000,000.0011,600,000) (“Closing Payment”), plus (ii) the Inventory Value (as determined in Section 2.7(a) below) and the Book Value of the Acquired Accounts Receivable of Sellers, minus (iii) the aggregate dollar amount of the Post-Petition Payables and the Accrued Expenses; provided, however, the Post-Petition Payables and Accrued Expenses shall be calculated and determined in the same manner as the Statement of Current Assumed Liabilities attached to the Balance Sheet. (b) At In addition to the ClosingClosing Payment, Purchaser shall deliver the Purchase Price as follows: Buyer will also pay to Sellers (i) the lesser an additional sum of Fifty-Eleven Million Five Hundred Thousand Dollars ($11,500,000) (“Contingent Purchase Price”) and (ii) an additional sum of One Million Dollars ($55,000,000.001,000,000) or the Purchase Price, in cash, by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by First American Title Insurance Company (“Disbursement AgentMilestone Payment”), for further disbursement by Disbursement Agent on the terms set forth below. (i) The Contingent Purchase Price will be paid quarterly to Sellers in accordance sixteen (16) equal installments of approximately Seven Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($718,750) beginning with the provisions first such payment to be made on or before December 31, 2011 and ending with the last such payment to be made on or before September 30, 2015 (the period from October 1, 2011 through September 30, 2015 shall hereinafter be referred to as the “Contingent Payment Period”). Notwithstanding the immediately preceding sentence, no portion of this Agreementthe Contingent Purchase Price will be due and owing to Sellers for any period of time during the Contingent Payment Period that any pharmaceutical dosage product (other than any authorized generic product introduced by Buyer, which its Affiliates or by any third party with the approval, consent or aid of Buyer and/or its Affiliates) that is AB-rated to Product (“AB-Rated Competitive Product”) is approved and commercially available for sale in the United States, and the total amount shall of the Contingent Purchase Price otherwise due hereunder to Sellers will be reduced by in proportion to the amount of time during the Good Faith Deposit paid Contingent Payment Period that any such AB-Rated Competitive Product is commercially available in the United States. If any AB-Rated Competitive Product is available to the commercial market in the United States during only a portion of any calendar quarter occurring during the Contingent Payment Period, the Contingent Purchase Price payment otherwise due to Sellers as a credit against on or before the end of such calendar quarter shall be prorated so that Sellers are paid that fraction of the Contingent Purchase Price payment due on or before the end of such calendar quarter which bears the same proportion as the fraction of such calendar quarter during which such AB-Rated Competitive Product is not commercially available in accordance with Section 2.8(b); and the United States. (ii) Buyer will pay Sellers the Milestone Payment if the Purchase Price exceeds FiftyBuyer’s net sales of Product during any twelve-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable month period occurring during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payableContingent Payment Period exceeds $15,000,000. The remaining quarterly installments shall continue and shall Milestone Payment will be due and payable commencing with made by Buyer to Sellers within forty five (45) days of the then next regularly-scheduled quarterly installment then due on or following February 1, 2013. Said remaining quarterly installments shall be payable on end of the first (1st) day such twelve-month period that elapses and will be paid only once. For the purposes of the calendar month Milestone Payment, “net sales of the applicable quarter. By way Product” shall mean gross sales of exampleProduct less wholesalers fees and discounts and product rebates, if Closing occurs in May 2012and gross sales of Product shall mean Product billed to customers (including, then quarterly installments would otherwise be due September 1without limitation, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder any distributors or wholesalers) by Buyer or anyone on behalf of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date (the “Purchase Note”). The Purchase Note shall be governed in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the GuarantyBuyer. (c) Purchaser and Sellers agree that the The Purchase Price and applicable Assumed Liabilities shall be allocated by Sellers and their Affiliates among the Purchased Assets as of the Closing Date in accordance with Section 1060 of the Code and specifically as set forth on Exhibit F (the regulations thereunder “Allocation”). Any subsequent adjustments to the sum of the Purchase Price and Schedule 2.6(c) hereof (such schedule Assumed Liabilities shall be reflected in the Allocation by Sellers and their Affiliates in a manner consistent with Section 1060 of the Code. Sellers and Buyer undertake and agree timely to file any information that may be required to be determined jointly by Purchaser and Sellers prior to Closing). Each of Purchaser and Sellers agrees to provide the other promptly with any other information required to complete Schedule 2.6(c). Such allocation shall be binding on Purchaser and Sellers for all purposes, including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its federal and applicable state income tax returns and will also file such further information or take such further actions as may be necessary to comply with the Treasury Regulations that have been promulgated filed pursuant to Section 1060 of the Code and shall use the Allocation in connection with the preparation of IRS Form 8594 as such form relates to the transaction contemplated by this Agreement. Each of Sellers and Buyer agree to cooperate with the other in preparing IRS Form 8594, and to furnish the other with a copy of such Form prepared in draft form within a reasonable period before its filing due date. For all Tax purposes, Sellers and Buyer agree that the transactions contemplated by this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that neither of them will take, nor will either permit its Affiliates to take, any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. In the event that the Allocation is disputed by any Governmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Taxes, the party receiving notice of the dispute shall promptly notify the other party hereto, and Sellers and Buyer agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar applicable state Laws and regulationsproceeding.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the sale and transfer of the Purchased Assets and for the performance by the Seller, 3R and ▇▇. ▇▇▇▇ under this Agreement (“including, without limitation, the covenants contained in Section 5.08) (the ”Purchase Price”) shall consist of and be in U.S. dollars and shall be payable as follows: (i) Thirty-Seven Million Dollars On the Closing Date, the Purchaser shall pay to the Seller (subject to Section 2.03(d)) an amount equal to U.S. $37,000,000.00)[***] less the amount, plus (ii) if any, to be paid to BTI in consideration for the Inventory Value (as determined in Section 2.7(a) below) and tangible personal assets, if any, to be purchased by the Book Value of Purchaser pursuant to the Acquired Accounts Receivable of SellersBTI Agreement, minus (iii) the aggregate dollar amount of the Post-Petition Payables and the Accrued Expenses; provided, however, that, if the Post-Petition Payables and Accrued Expenses shall be calculated and determined aggregate depreciated book value of the Purchased Assets described in Section 2.01(a)(iv), as reflected on the same manner Seller’s or BTI’s balance sheet, as the Statement case may be, as of Current Assumed Liabilities attached the Closing Date (to be prepared by the Seller and BTI on or prior to the Balance SheetClosing Date in accordance with Korean GAAP on a basis consistent with the past practices of the Seller or BTI, as the case may be, and converted into U.S. Dollars at then-prevailing exchange rates), exceeds U.S. $1,500,000, then the Purchaser shall pay to the Seller, at the Closing, an additional amount equal to the amount by which the aggregate depreciated book value of the Purchased Assets described in Section 2.01(a)(iv) exceeds U.S. $1,500,000; it being agreed and understood that, if the Seller or BTI, as the case may be, in good faith is unable to prepare such balance sheets on or before the Closing, the parties shall in good faith agree upon a reasonable estimate of such depreciated book value for purposes of the Closing and shall confirm such depreciated book value and, if necessary, reconcile any additional payment as soon as practicable after the Closing; and (ii) The Purchaser shall retain U.S. $[***] (the ”Holdback Amount”) and, pursuant to Section 2.07, shall pay the Seller (subject to Section 2.03(d)) a portion or all of such amount on such dates as specified in Section 2.07. (b) At the Closing, The Purchaser shall deliver pay, on or before 180 days after the Purchase Price as follows: (i) the lesser of Fifty-Five Million Dollars ($55,000,000.00) or the Purchase PriceClosing Date, in cash, by wire transfer of immediately available federal funds to a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Seller (subject to Section 2.03(d)) U.S. $[***] if and only if the Contingent Payment Condition is satisfied on or before 5:00 p.m. (Seoul, Korea time) on the date [***] from the Closing Date by First American Title Insurance Company (“Disbursement Agent”), for further disbursement by Disbursement Agent in accordance with the provisions Date. For purposes of this Agreement, which amount the ”Contingent Payment Condition” shall be reduced by the amount of the Good Faith Deposit paid to Sellers satisfied at such time as a credit against the Purchase Price in accordance with Section 2.8(b); and (ii) if the Purchase Price exceeds Fifty-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payable. The remaining quarterly installments shall continue and shall be due and payable commencing with the then next regularly-scheduled quarterly installment then due on or following February 1, 2013. Said remaining quarterly installments shall be payable on the first (1st) day of the calendar month of the applicable quarter. By way of example, if Closing occurs in May 2012, then quarterly installments would otherwise be due September 1, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date (the “Purchase Note”). The Purchase Note shall be governed in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the Guaranty[***]. (c) Purchaser and Sellers agree that the The Purchase Price set forth in Section 2.03(a)(i), and applicable Assumed Liabilities (ii) shall be allocated among the Purchased Assets and the covenants contained in Section 5.08 as of the Closing Date in accordance with Section 1060 of an allocation to be mutually agreed upon before the Code Closing (the ”Allocation”). For all Tax purposes, the Purchaser and the regulations thereunder and Schedule 2.6(c) hereof (such schedule Seller agree to be determined jointly by Purchaser and Sellers prior to Closing). Each report the transactions contemplated in this Agreement in a manner consistent with the terms of Purchaser and Sellers agrees to provide the other promptly with any other information required to complete Schedule 2.6(c). Such allocation shall be binding on Purchaser and Sellers for all purposesthis Agreement, including the reporting of gain or loss and determination of basis for income tax purposesAllocation, and each of that neither the parties hereto agrees that it will file a statement Seller nor the Purchaser shall take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. (on IRS Form 8594 or other applicable formd) setting forth such allocation with its federal Any and applicable state income tax returns and will also file such further information or take such further actions as may be necessary all payments made to comply with the Treasury Regulations that have been promulgated Seller pursuant to Section 1060 2.03(a)(i), 2.03(a)(ii) or 2.03(b) shall be used promptly by the Seller to pay obligations owed to creditors of the Code Seller; prior to any payments to the Seller pursuant to Sections 2.03(a)(i), 2.03(a)(ii) or 2.03(b), the Seller shall present to the Purchaser for approval, which approval shall not be unreasonably withheld or delayed, a list of such creditors and similar applicable state Laws the amounts to be paid to each such creditor, provided that part or all of the payments pursuant to Sections 2.03(a)(i) shall first be used to pay each Key Employee who has accepted the Purchaser’s offer of employment any and regulationsall amounts (to the extent not already paid), including salary and bonuses, owed by the Seller or its Affiliates to such Key Employees through the Closing Date; provided, further, that the Purchaser may pay such creditors or Key Employees directly instead of making any such payments to the Seller and any and all such payments to such creditors or Key Employees will be credited towards the Purchase Price.