Common use of Purchase Price Payment Clause in Contracts

Purchase Price Payment. (a) On the Initial Funding Date, (i) Parent Originator shall pay to each Sub-Originator the Purchase Price for the Receivables sold by such Sub-Originator to Parent Originator on the Initial Funding Date and (ii) Catalog Seller shall pay Parent Originator the Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding Date. (b) On each Business Day after the Initial Funding Date, each Sub-Originator and Parent Originator shall settle as to the Purchase Price for Receivables and Related Rights conveyed to Parent Originator by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cash. (c) On each Business Day after the Initial Funding Date, Catalog Seller and Parent Originator shall settle as to the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect to the related (or any earlier) period; second, as a payment of the remaining Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7.

Purchase Price Payment. On the terms and subject to the conditions set forth in this Agreement, and subject to adjustment as provided herein, at the Closing the Buyer shall acquire the Purchased Assets from the Seller for an aggregate consideration of Four Million Two Hundred Thousand Dollars ($4,200,000), plus the liabilities assumed under Section 1.4(b), above (the “Purchase Price”). The Purchase Price shall be payable as follows: (a) On the Initial Funding Closing Date, (i) Parent Originator the Buyer shall pay the loan payable to each Sub-Originator ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and the Purchase Price for the Receivables sold by such Sub-Originator equipment loan payable to Parent Originator on the Initial Funding Date and (ii) Catalog Seller shall pay Parent Originator the Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding DateVanguard Bank & Trust, both as described in Section 1.4(b), above. (b) On each Business Day after the Initial Funding Closing Date, each Sub-Originator and Parent Originator the Buyer shall settle as deliver to the Purchase Price for Receivables and Related Rights conveyed Seller the Closing Cash Payment by wire transfer of immediately available funds to Parent Originator the account or accounts designated by Sub-Originator since the preceding Seller not later than three Business Day. Parent Originator shall pay such Purchase Price Days prior to such Sub-Originator in cash.the Closing Date; (c) On each Business Day after the Initial Funding Closing Date, Catalog Seller and Parent Originator the Buyer shall settle as deliver to the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller executed Promissory Note A in the principal amount of $750,000; (d) On the Closing Date, the Buyer shall deliver to the Parent Originator Seller the executed Promissory Note B in the principal amount of $1,000,000; (e) On the Closing Date, the Buyer shall deliver to the Seller the executed Promissory Note C in the principal amount of $475,000; and (f) 250,000 shares of the common stock of ForeFront Holdings (the “Common Shares”). In the event that as of the third anniversary of the Closing Date, the Common Shares can be sold on any national exchange, the OTC Bulletin Board or other established market, but the per share market value of such Common Shares is less than $4.00 (based on the 30 day moving average trading price of ForeFront Holdings’ common stock as quoted on the OTC Bulletin Board or other established market), then the then outstanding principal balance of Promissory Note B shall be applied offset by the value of the Common Shares as follows: firstof such date, as a payment and the Seller shall have the option to be paid the then outstanding principal balance of interest on outstanding deferred Purchase PricePromissory Note B in cash or in additional shares of common stock of ForeFront Holdings (valued at the then current trading price); provided, calculated as provided in subsection (d), with respect however that if the Seller elects to the related be paid such balance (or any earlierportion thereof) periodin additional shares of common stock, the maximum amount of additional shares of common stock that may be issued hereunder shall not exceed 2 million shares; secondprovided, as a payment further that if the Seller elects to be paid such balance (or any portion thereof) in additional shares of common stock the Buyer shall have the right, in its sole discretion, to elect to pay such amount in cash instead of issuing additional shares of common stock. In the event that on the third anniversary of the remaining Purchase Price for Receivables conveyed since Closing Date, the Common Shares can be sold on any national exchange, the OTC Bulletin Board or other established market and the per share market value of such Common Shares is equal to or greater than $4.00 (based on the 30-day moving average trading price of ForeFront Holdings’ common stock as quoted on the OTC Bulletin Board or other established market), then Promissory Note B shall be deemed paid and satisfied in full on such third anniversary. Notwithstanding the foregoing, the Buyer shall be permitted to prepay Promissory Note B on the second anniversary and the 2 1/2 year anniversary of the Closing Date using the same methodology described in the preceding Business Day and sentence (referring to the Related Rights with respect thereto; third, as a payment then current market price of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7Common Shares).

Purchase Price Payment. (a) On the Initial Funding Date, (i) Parent Originator shall pay to each Sub-Originator the Purchase Price The aggregate purchase price for the Receivables sold Assets shall be Two Hundred Sixty-Seven Million Dollars ($267,000,000) (the “Base Amount”), which amount is subject to increase or decrease, as the case may be, as provided in the following sentence, and Buyer (or controlled Affiliates designated by such Sub-Originator Buyer) will assume the Assumed Liabilities. The “Purchase Price”, as finally determined pursuant to Parent Originator on the Initial Funding Date terms of this Agreement, is an amount equal to the Base Amount, minus the amount, if any, by which the Net Asset Value Target exceeds the Estimated Net Asset Value, plus the amount, if any, by which the Estimated Net Asset Value exceeds the Net Asset Value Target, minus any Negative Adjustment Amount, and (ii) Catalog Seller shall pay Parent Originator the Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding Dateplus any Positive Adjustment Amount. (b) On each As soon as reasonably practical, but in no event later than five (5) Business Day after Days prior to the Initial Funding Closing Date, the Seller Parties shall in good faith cause to be prepared and delivered to Buyer an estimated balance sheet of each Sub-Originator Seller (collectively, as finally agreed upon by Buyer and Parent Originator the Seller Parties, the “Closing Statement”), which shall settle set forth (i) an estimate of the book value of the Current Assets as of the Closing Date (the “Estimated Asset Value”), (ii) the estimated amount of Current Liabilities as of the Closing Date (the “Estimated Liabilities”), (iii) an estimate of Transaction Expenses as of the Closing Date and a list of the Persons that are owed such amounts (the “Closing Date Transaction Expenses”), (iv) an estimate of Indebtedness as of the Closing Date and a list of the Persons that are owed such amounts (the “Closing Date Indebtedness”); (v) the resulting Closing Payment Amount due to the Seller Parties under Section 2.02(e)(iv) and (v); and (vi) an estimate of the resulting Purchase Price for Receivables Price. The Closing Statement shall be prepared and Related Rights conveyed to Parent Originator by Sub-Originator since calculated in accordance with GAAP and will include a breakdown and reasonable detail in support of the calculation of items (i), (ii), (iii), and (iv) in the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cash. (c) On each Business Day after sentence as between the Initial Funding DateGalveston Sellers, Catalog Seller and Parent Originator shall settle as to the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect to the related (or any earlier) period; second, as a payment of the remaining Purchase Price for Receivables conveyed since the preceding Business Day Kansas City Sellers and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period New Braunfels Sellers. Buyer shall have the opportunity to review and comment on the Related Rights with respect thereto; and fourthClosing Statement and, if Parent Originator Buyer disagrees with any item set forth in such statement, the Seller Parties and Catalog Seller so agree, as a loan Buyer will resolve in good faith any such disagreement by Catalog Seller mutual agreement prior to Originator, on the terms described in Section 4.7Closing.

Purchase Price Payment. (a) On The purchase price in consideration of the Initial Funding Dateaforesaid sale, conveyance, assignment, transfer and delivery of the Transferred Assets shall be equal to (i) Parent Originator shall pay to each Sub-Originator the Purchase Price for assumption by Buyer of the Receivables sold by such Sub-Originator to Parent Originator on the Initial Funding Date Assumed Liabilities, and (ii) Catalog the payment to Seller shall pay Parent Originator in immediately available U.S. funds the sum of $4,150,000, plus the Adjustment Amount (collectively, the "Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding DatePrice"). (b) On each Business Day after the Initial Funding Date, each Sub-Originator and Parent Originator shall settle as Subject to the Purchase Price for Receivables terms and Related Rights conveyed conditions of this Agreement, Buyer shall, at the Closing (i) assume the Assumed Liabilities, and (ii) pay to Parent Originator by Sub-Originator since Seller in immediately available U.S. funds the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cashsum of $4,150,000 plus the Estimated Adjustment Amount (the "Closing Date Payment"). (c) On each Business Day As promptly as practicable following the Closing, but in any event no later than 30 days after the Initial Funding Closing, Buyer shall deliver to Seller (i) the Effective Date Balance Sheet, and (ii) a statement (the "Adjustment Statement") derived from such Effective Date Balance Sheet setting forth Buyer's calculation of the Adjustment Amount. Buyer's calculations respecting inventory shall be based upon the physical inventory which was conducted as of the Effective Date, Catalog . Buyer and Seller and Parent Originator shall settle as each be responsible for one-half of the costs of such physical inventory. (i) Subject to the Purchase Price remaining provisions of this Section 2.6(d), the Effective Date Balance Sheet and the Adjustment Statement delivered by Buyer to Seller shall be deemed to be and shall be final, binding and conclusive on the parties hereto. (ii) Seller may dispute any amounts reflected on the Effective Date Balance Sheet or the Adjustment Statement; provided, however, that Seller shall have notified Buyer in writing (the "Notice of Disagreement") of each disputed item, specifying in reasonable detail the amount or amounts in dispute and setting forth, in reasonable detail, the basis for Receivables such dispute, within 10 Business Days of Seller's receipt of the Effective Date Balance Sheet and Related Rights conveyed the Adjustment Statement (the "Review Period"). If no Notice of Disagreement is received by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller Buyer prior to the Parent Originator on such day expiration of the Review Period, then the Effective Date Balance Sheet and the Adjustment Statement shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect deemed to have been accepted by each party and shall become final and binding upon the related (or any earlier) period; second, as a payment of the remaining Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7parties.

Purchase Price Payment. (a) On The consideration payable by the Initial Funding Date, Acquiror to the Company for the Acquired Assets will be (i) Parent Originator shall pay to each Sub-Originator the Purchase Price for the Receivables sold by such Sub-Originator to Parent Originator on the Initial Funding Date and cash in an amount of $10,000, (ii) Catalog Seller shall the termination as of the Closing Date (pursuant to Section 5.9) of the NCI Liabilities and (iii) the assumption of the Assumed Liabilities (collectively the "Purchase Price"). On the Closing the Acquiror will pay Parent Originator to the Company by wire transfer to an account designated by the Company in cash the amount of the cash portion of the Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding DatePrice. (b) On each Business Day after The allocation of the Initial Funding Date, each Sub-Originator and Parent Originator shall settle as to total consideration for the Purchase Price Acquired Assets for Receivables and Related Rights conveyed to Parent Originator by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cash. (c) On each Business Day after the Initial Funding Date, Catalog Seller and Parent Originator shall settle as to the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day Tax reporting purposes shall be applied as follows: first(i) to cash and cash equivalents, the amount thereof; (ii) to Closing Accounts Receivable, the amount determined by the Acquiror from the Company's records, adjusted by the Acquiror to conform to GAAP; (iii) to inventory, the amount determined by the Acquiror from the Company's records, adjusted by the Acquiror to conform to GAAP; (iv) to leasehold improvements, the greater of fair market value (determined by the Acquiror from its historical experience, or in the Acquiror's sole discretion, by independent appraisal) or the current book value thereof as reflected in the Company's records, adjusted by the Acquiror to conform to GAAP; and (v) the entire remaining balance of the consideration shall be allocated to the goodwill of the Company's business or, at the Acquiror's sole discretion, to the other intangible assets which are included in the Acquired Assets. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 1060. The parties agree to be bound by these allocations for all federal, state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. The parties further agree to prepare and file all Tax Returns (including Form 8594 under the Code) in a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection manner consistent with such allocations. If the Acquiror makes adjustments to conform to GAAP pursuant to clauses (dii), with respect to (iii) or (iv) above, the related (or Acquiror will bear any earlier) period; second, as a payment out-of-pocket expense of the remaining Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7making such adjustments.

Purchase Price Payment. (a) On Subject to the Initial Funding Dateterms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to Buyer and Buyer hereby agrees to purchase, acquire and accept from each Seller, the number of shares of Common Stock set forth opposite such Seller's name on Schedule 1 hereto in consideration of the payment to the Sellers of $25,200,000 (ithe "Purchase -------- Price"), payable to Sellers by wire transfer of immediately available funds as ----- specified in Section 1.1(b). The number of Purchased Shares (as defined below) Parent Originator shall pay be appropriately adjusted to each Sub-Originator reflect any stock split, reverse split, stock dividend or other reclassification or reorganization affecting the Purchase Price capital stock of the Company the record date for which occurs after the Receivables sold by such Sub-Originator date hereof and prior to Parent Originator on the Initial Funding Date and (ii) Catalog Seller shall pay Parent Originator the Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding DateClosing. (b) On each Business Day after At the Initial Funding DateClosing (as defined below), each Sub-Originator and Parent Originator Buyer shall settle as to pay the Purchase Price for Receivables to Sellers by (i) paying to The Bank of New York ("BNY") that --- portion of the Purchase Price which is equal to the amount necessary to repay in full all of JHK's obligations and Related Rights conveyed liabilities under the Credit Agreement, dated as of December 29, 2000, by and between JHK and BNY (the "Credit Agreement") ---------------- (which amount will be confirmed with BNY prior to Parent Originator by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Closing) and (ii) paying the remainder of the Purchase Price to an account to be designated by JHK at least one business day prior to the Closing. In connection with the payment of the Purchase Price, JHK agrees to reasonably cooperate with Buyer and Liberty Media Corporation ("LMC") and to take such Sub-Originator actions as are reasonably necessary --- in cashorder to (x) obtain confirmation from BNY of the amounts outstanding under the Credit Agreement and (y) obtain the termination of LMC's obligations under the guarantee (the "Guarantee") of JHK's obligations under the Credit Agreement --------- made by LMC for the benefit of BNY. (c) On each Business Day after The closing of the Initial Funding Date, Catalog Seller purchase and Parent Originator shall settle as to sale of the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since Purchased Shares (the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day "Closing") shall be applied held at the offices of LMC on May 1, 2001, or at such ------- other date and time as follows: first, the parties may mutually agree. (The date on which the Closing occurs is referred to as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (dthe "Closing Date"), with respect to the related (or any earlier) period; second, as a payment of the remaining Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7.. ------------

Purchase Price Payment. (a) On As consideration for the Initial Funding DateAcquired Assets and the covenant not to compete described in Section 2.6(c) below, Buyer agrees, subject to the terms, conditions and limitations set forth in this Agreement, to pay Seller the purchase price calculated in the manner set forth below (the “Purchase Price”); (i) Parent Originator shall pay Subject to each Sub-Originator the establishment of the Escrow Fund and the Purchase Consideration Adjustment as provided below, the Purchase Price for shall be the Receivables sold by such Sub-Originator to Parent Originator on sum of (1) Five Million ($5,000,000) Dollars (the Initial Funding Date “Cash Consideration”) and (ii2) Catalog the Earnout Consideration (as defined in the Earnout Agreement). At the Closing, the Seller and the Buyer shall pay Parent Originator execute and deliver to each other a certificate of the Purchase Price, as adjusted by the Purchase Consideration Adjustment, reflecting the calculation of the Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding Dateand Purchase Consideration Adjustment. (b) On each Business Day after At the Initial Funding DateClosing, each Sub-Originator Buyer shall pay to Seller the Cash Consideration (less the Escrow Fund and Parent Originator shall settle as to adjusted for the Purchase Price for Receivables and Related Rights conveyed to Parent Originator Consideration Adjustment, if any) by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cashwired funds. (c) On each Business Day after At the Initial Funding Dateclosing, Catalog Buyer shall deliver to Banknorth Investment Management Group (the “Escrow Agent”), an amount equal to Three Hundred Thousand ($300,000.00) Dollars (the “Escrow Fund”), to be held by the Escrow Agent in escrow pursuant to the terms and conditions of an escrow agreement by and among Seller, the Stockholders, Buyer and the Escrow Agent in substantially the form as attached as Exhibit A hereto (the “Escrow Agreement”), to provide Buyer with security for the indemnification obligations of Seller and Parent Originator the Stockholders pursuant to Section 9 of this Agreement. Subject to the determination of the Reduced Purchase Adjustment (as defined in Section 2.4(e)(ii)), if any, and any claims asserted by Buyer against the Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement, the remaining balance of the Escrow Fund, if any, together with any interest accrued on the Escrow Fund, if any, shall settle be released to Seller six (6) months from the Closing Date; provided, however, that any amounts reserved for pending indemnity claims asserted by Buyer on or prior to the date of the release of the Escrow Fund shall be retained in escrow until such time as to such pending indemnity claim of the Buyer is satisfied or settled in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (d) If the Purchase Consideration Adjustment based on the Estimated Closing Balance Sheet is greater than $0, the Purchase Price paid at Closing shall be increased on a dollar-for-dollar basis. If the Purchase Consideration Adjustment based on the Estimated Closing Balance Sheet is less than $0, the Purchase Price paid at Closing shall be decreased on a dollar-for-dollar basis. (e) Within one hundred twenty (120) days from the Closing Date, Buyer shall prepare and provide to Seller a balance sheet of the Seller, including only Acquired Assets and Assumed Liabilities as of the close of business on the Closing Date, prepared in accordance with GAAP (the “Final Closing Date Balance Sheet”). Seller may submit to Buyer, not later than ten (10) days from receipt of the Final Closing Date Balance Sheet from Buyer, a list of the components of the Final Closing Date Balance Sheet with which the Seller disagrees, if any (a “Dispute Notice”). If no Dispute Notice is provided prior to such date, the Final Closing Date Balance Sheet shall be deemed to have been accepted and agreed to by the Seller and shall be final and binding on the parties to this Agreement. In the event of a Dispute Notice, Buyer and Seller shall thereafter for Receivables and Related Rights conveyed by Parent Originator a period of up to Catalog Seller since the preceding Business Daytwenty (20) days negotiate in good faith to resolve any items of dispute. Amounts paid by Catalog Seller Any items of dispute which are not so resolved shall be submitted to the Parent Originator on such day Boston, Massachusetts Office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (the “Final Adjustment Auditor”), which shall be applied as follows: firstretained to resolve any such dispute, the expenses of which shall be shared one-half by Buyer and one-half by Seller. The determination of such Final Adjustment Auditor shall be final and binding on the parties hereto, absent manifest error. (i) If the Purchase Consideration Adjustment, as a payment of interest on outstanding deferred Purchase Price, calculated as provided finally determined based upon the Final Closing Date Balance Sheet (determined pursuant to the procedures set forth in subsection (dSection 2.4(e)), with respect exceeds the Purchase Consideration Adjustment determined based on the Estimated Closing Date Balance Sheet (such excess, if any, referred to herein as the “Additional Purchase Consideration Adjustment”), Buyer shall, on or within fifteen (15) days after the Final Closing Date Balance Sheet becomes final and binding, pay to the related Seller in cash the amount of the Additional Purchase Consideration Adjustment. (or any earlierii) period; secondIf the Purchase Consideration Adjustment, as a payment finally determined based upon the Final Closing Date Balance Sheet (determined pursuant to the procedures set forth in Section 2.4(e)), is less than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Balance Sheet (such excess, if any, referred to herein as the “Reduced Purchase Consideration Adjustment”), Seller and/or Shareholders shall, jointly and severally, on or within fifteen (15) days after the Final Closing Date Balance Sheet becomes final and binding, pay to the Buyer in cash the amount of the remaining Reduced Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7Consideration Adjustment.

Purchase Price Payment. 2.1 The price of the Shares is fixed at US DOLLARS TWO HUNDRED AND SEVENTY FIVE MILLION (aUSD 275,000,000). 2.2 The price for the Sale and Purchase of the Shares shall be equal to the sum of the amounts indicated in paragraph 2.1, paragraph 2.3 and the Price Adjustment (as defined under paragraph 2.5.) (the “Purchase Price”), net and free of banking charges, to be distributed among Sellers in the proportions set forth in Schedule 2.2. 2.3 The price indicated in 2.1. above shall be increased by the interest rate of 5% per annum (which interest shall form an integral part of the Purchase Price) accrued during the period between January 1, 2004 and the Closing Date. This interest shall be calculated and accrued on the Purchase Price minus the allocated value indicated in Schedule 2.3 to the LNG Vessels and Oil Tankers under construction and minus the Payment on Account. 2.4 The Purchase Price less the Payment on Account shall be paid as of the Closing Date, value same date, by wire transfer to the bank account as designated by the Sellers for such purposes against transfer to Purchaser of full title of the Shares. The Sellers shall acknowledge full receipt at the Closing Date of the total Purchase Price. Simultaneously the Sellers shall settle any related-party amounts payable to NFT or ▇▇▇▇▇ on the Closing Date. 2.5 Closing price adjustments On the Initial Funding Datedate of this Agreement, the Minority Sellers and/or the NUFER Sellers, as the case may be, have provided the Purchaser with: (i) Parent Originator shall pay to each Sub-Originator the Purchase Price for December 31, 2003 draft statutory balance sheets, prepared as required by Spanish Law, of NFT and of NFT Subsidiaries (the Receivables sold by such Sub-Originator to Parent Originator on “NFT Draft Balance Sheet” and, the Initial Funding Date “NFT Subsidiaries Draft Balance Sheet” referred, collectively, as the “NFT Group Draft Balance Sheet”) and the NFT Group consolidated draft balance sheets (the “NFT Consolidated Draft Balance Sheet”) which are attached herewith as Schedule 2.5.(i) (ii) Catalog Seller shall pay Parent Originator the Purchase Price for December 31, 2003 draft statutory balance sheet, prepared as required by Spanish Law, of ▇▇▇▇▇ (the Receivables sold to Catalog Seller on the Initial Funding Date“▇▇▇▇▇ Draft Balance Sheet”) which is attached herewith as Schedule 2.5.(ii). (biii) On each Business Day the December 31, 2003 consolidated draft proforma balance sheets, prepared as required by Spanish Law, of NFT Group which shall be prepared following the same structure as the NFT Consolidated Draft Balance Sheet and shall comprise the NFT Draft Consolidated Balance Sheet after making the Initial Funding Date, each Subnecessary adjustments upwards or downwards to dispose of the NFT non-Originator related assets and Parent Originator shall settle liabilities and the acquisition of the M/V “▇▇▇▇ ▇▇▇▇▇▇” (the “NFT Consolidated Draft Proforma Balance Sheet”) which are attached herewith as to the Purchase Price Schedule 2.5 (iii). The seller has prepared a Draft list of non-related assets and liabilities and a proforma adjustments list for Receivables and Related Rights conveyed to Parent Originator by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cashillustrative purposes attached as schedule 2.5 (iv). (civ) On each Business Day after the Initial Funding DateDecember 31, Catalog Seller and Parent Originator shall settle 2003 draft proforma balance sheets, prepared as to the Purchase Price for Receivables and Related Rights conveyed required by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day Spanish Law, of ▇▇▇▇▇ which shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect prepared following the ▇▇▇▇▇ Draft Balance Sheet structure and shall comprise the ▇▇▇▇▇ Draft Balance Sheet after making the necessary adjustments upwards or downwards to the related (or any earlier) period; second, as a payment dispose of the remaining Purchase Price for Receivables conveyed since ▇▇▇▇▇ non-related assets and liabilities (the preceding Business Day and the Related Rights with respect thereto; third, “▇▇▇▇▇ Draft Proforma Balance Sheet”) which are attached herewith as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7Schedule 2.5.

Purchase Price Payment. (a) On The purchase price for the Initial Funding Date, Shares shall be equal to the sum of (i) Parent Originator shall pay to each Sub-Originator $2.25 million, minus the Purchase Price for Reduction Amount determined in accordance with Section 4.3, if any, plus (ii) the Receivables sold by such Sub-Originator to Parent Originator Net Book Value of the Accounts Receivable (each as defined below) as set forth on the Initial Funding Date Closing Statement (as defined herein). The aggregate amount of (i) and (ii) Catalog Seller shall pay Parent Originator is referred to herein as the "Purchase Price for the Receivables sold to Catalog Seller on the Initial Funding DatePrice". (b) Three (3) Business Days before the Closing Date, Seller shall deliver to Buyer (i) an unaudited balance sheet of the Business as of the last business day preceding the scheduled Closing Date as of which a balance sheet of the Business can be prepared on the same basis as the Balance Sheet (the "Closing Date Balance Sheet") and (ii) a statement (the "Statement") setting forth (1) the accounts receivable of the Business, as reflected in the Company's books and records, including, without limitation, all trade account receivables arising from the provision of services and notes receivable ("Accounts Receivable") as of the date of the Closing Date Balance Sheet, net of any allowance for doubtful or uncollectible accounts (any accounts receivable which are more than 90 days old shall be deemed to be uncollectible for purposes of the foregoing) calculated in accordance with GAAP, consistently applied ("Net Book Value"), and (2) the Tangible Net Worth of the Business as of the date of the Closing Date Balance Sheet. On each the Business Day after prior to the Initial Funding Closing Date, each Sub-Originator Buyer and Parent Originator Seller shall settle mutually agree in good faith on the Purchase Price Reduction Amount as of the Closing Date in accordance with Section 4.3. The Statement shall be updated as of the Closing Date to reflect any changes in the Accounts Receivable, the Net Book Value of the Accounts Receivable or the Tangible Net Worth of the Business as of the Closing Date (such updated Statement, the "Closing Statement"). At the Closing, Buyer will pay to Seller an amount equal to the Purchase Price for Receivables and Related Rights conveyed to Parent Originator by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cashwire transfer of immediately available funds. (c) On each Business Day after the Initial Funding Date, Catalog Seller and Parent Originator shall settle as to the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect to the related (or any earlier) period; second, as a payment of the remaining Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7.

Purchase Price Payment. On the Purchase Date, the Electing Purchaser(s) shall pay to the Class A Member an amount of Cash equal to the following (the "PURCHASE PRICE"): (i) If the Purchase Option is exercised on or prior to the Earn-Out Period Commencement Date, the Purchase Price shall be the greater of (a) On the Initial Funding sum of (x) the balance of the Class A Member's Capital Account (as of the Purchase Date and after giving effect to the allocations resulting from the adjustments described in Section 11.2(d)), and (y) the Termination Period Guaranteed Payment that would be payable in respect of the period beginning immediately after the ▇▇▇▇-to-Market Measurement Date and ending on the Purchase Date, and (ib) Parent Originator shall pay the sum of (I) the accrued Class A Member's Priority Return accrued from the immediately preceding Distribution Date to each Sub-Originator the Purchase Price for Date without regard to the Receivables sold by portion thereof described in clause (b)(iv) of the definition of Class A Member's Priority Return, (II) the excess as of the immediately preceding Distribution Date of the amount required to be Distributed pursuant to Section 5.1(a) on such Subdate over the amount Distributed pursuant to Section 5.1(a) on such date, (III) the aggregate outstanding principal amount of the Limestone Notes and the New Limestone Notes, (IV) the Limestone Equity Cash Component, (V) if no Limestone Note Trigger Event, Limestone Certificate Trigger Event or Specified Equity Event or acceleration of the New Limestone Notes as a result of a New Indenture Event of Default (other than Specified Equity Event arising solely as a result of an acceleration of the New Limestone Notes as a result of a New Indenture Event of Default of the type described in Section 9.01(a) of the New Indenture) has occurred, the Limestone Equity Cash Component Make-Originator Whole Premium, (VI) the Limestone Equity PIK Component, (VII) if the Purchase Date is prior to Parent Originator on the Initial Funding Date Maturity Date, the Limestone Equity PIK Component Make-Whole Premium, if any, and (VIII) all accrued and unreimbursed Additional Financing Costs, in each case, as of the Purchase Date; or (ii) Catalog Seller shall pay Parent Originator In the event that the Purchase Price for Option is exercised after the Receivables sold Earn-Out Period Commencement Date, the greater of (a) the amount that would be determined Fifth Amended and Restated Chaparral LLC Agreement Chaparral LLC Agreement pursuant to Catalog Seller on the Initial Funding Date. Section 11.2(e)(i) and (b) On each Business Day after an amount that would if distributed on the Initial Funding DatePurchase Date with respect to the Limestone Certificates result in an IRR of 21% for the period from December 28, each Sub1999 to the Earn-Originator Out Period Commencement Date and Parent Originator shall settle as 25% from the Earn-Out Period Commencement Date to the Purchase Price for Receivables and Related Rights conveyed Date. For purposes of the determination made pursuant to Parent Originator by Sub-Originator since clause (a) of the preceding Business Day. Parent Originator sentence, it shall pay such Purchase Price to such Subbe assumed that: (I) an Earn-Originator in cash. Out Period Commencement Date has not occurred, except for purposes of computing any amount (c) On each Business Day after the Initial Funding Date, Catalog Seller and Parent Originator shall settle as including but not limited to the Class A Member's Priority Return) that is determined by reference to any date; and (II) a Limestone Note Trigger Event and Limestone Certificate Trigger Event has occurred on the date the Purchase Price for Receivables Option Notice is delivered and Related Rights conveyed by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller to the Parent Originator on such day (III) Section 11.2(e)(i)(b)(VII) shall be applied as follows: firstif it read in its entirety "the Unpaid Premium Amount, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect to the related (or any earlier) period; second, as a payment of the remaining Purchase Price for Receivables conveyed since the preceding Business Day and the Related Rights with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7and."

Purchase Price Payment. (a) On The purchase price for the Initial Funding DateAcquired Assets is $2,050,400, plus the amount described in Section 4.8. At the Closing, the Buyer will, by wire transfer or other delivery of immediately available funds, (i) Parent Originator shall (A) pay to each Sub-Originator the Purchase Price for Seller (subject to Section 2.3(b)) $1,845,400, and (B) deposit $205,000 into the Receivables sold by such Sub-Originator to Parent Originator on the Initial Funding Date Escrow Account and (ii) Catalog assume the Assumed Liabilities (and the amounts paid and deposited to and in respect of the Seller shall pay Parent Originator and the Purchase Price Assumed Liabilities will constitute the full purchase price for the Receivables sold Acquired Assets). The amount deposited in the Escrow Account will belong to Catalog Seller on the Initial Funding DateSeller, subject to the Seller's 6 indemnification obligations set forth in this Agreement, and will be held, invested, administered and disbursed according to Section 7.1(b) hereof and the Escrow Agreement. (b) On each At or prior to the Closing, Seller shall pay to all employees of the Rental Business Day who are expected to become employees of Buyer after the Initial Funding Date, each Sub-Originator Closing the full amount of all accrued vacation and Parent Originator shall settle as other accrued employee benefits to the Purchase Price extent that such accrued vacation and benefits exceed 40 hours for Receivables any employee as of the Closing Date. The remaining vacation and Related Rights conveyed to Parent Originator benefits accrued as of the Closing Date shall be paid by Sub-Originator since the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator Seller as provided in cashSection 5.7. (c) On each Business Day As soon as practicable after the Initial Funding DateClosing, Catalog Seller but effective as of the Closing, the parties will prepare and Parent Originator initial a "Price Allocation Schedule," allocating for Tax reporting purposes the total consideration for the Acquired Assets among the various categories of Acquired Assets in the following order and amounts: (i) to cash and cash equivalents, the $400 amount to be left in pett▇ ▇▇▇h as of the Closing; (ii) to Closing Inventory, the amount on the Closing Balance Sheet; (iii) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the Closing) or (if no appraisal is obtained) the current book value thereof as reflected on the Closing Balance Sheet; (iv) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (v) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vi) the entire remaining balance of the consideration shall settle as be allocated to the Purchase Price for Receivables and Related Rights conveyed by Parent Originator to Catalog Seller since goodwill of the preceding Business Day. Amounts paid by Catalog Seller Seller's business or, at the Buyer's sole discretion, to the Parent Originator on such day other intangible assets which are included in the Acquired Assets. No portion of the consideration for the Acquired Assets shall be applied as follows: first, as a payment of interest on outstanding deferred Purchase Price, calculated as provided in subsection (d), with respect allocated to the related (or any earlier) period; second, as a payment Noncompetition Agreement. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the remaining Purchase Acquired Assets in accordance with the provisions of Code Section 1060. The parties agree to be bound by the allocations set forth in the Price Allocation Schedule for Receivables conveyed since all federal, state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. The parties further agree to prepare and file all Tax Returns (including Form 8594 under the preceding Business Day and the Related Rights Code) in a manner consistent with respect thereto; third, as a payment of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7such allocations.

Purchase Price Payment. (a) On As consideration for the Initial Funding Datepurchase of the Purchased Assets, Purchaser shall pay to Seller the aggregate sum (the "Purchase Price") of: (i) Parent Originator shall pay to each Sub-Originator Three Million Five Hundred Thousand Dollars ($3,500,000) (the Purchase Price for the Receivables sold by such Sub-Originator to Parent Originator on the Initial Funding Date and "Base Price"), adjusted, if applicable, as provided in Section 2.3(h); plus (ii) Catalog Seller shall pay Parent Originator The net book value of the Purchase Price for Purchased Assets minus the Receivables sold to Catalog Seller Assumed Liabilities on the Initial Funding Closing Date, determined in accordance with GAAP on a basis consistent with the principles, practices and methodologies used by Seller in the preparation of the Balance Sheets, except that all reserves for inventory and accounts receivable shall be eliminated for purposes of this determination (the "Closing Date Net Assets Value"). (b) On each Business Day after As soon as reasonably practicable, but in no event later than five (5) business days prior to the Initial Funding Closing Date, each Sub-Originator Seller shall in good faith cause to be prepared and Parent Originator shall settle delivered to Purchaser its calculation of the estimated net book value of the Purchased Assets minus the Assumed Liabilities as to of the Purchase Price for Receivables Closing Date, calculated in accordance with Section 2.2(a)(ii) above. Purchaser and Related Rights conveyed to Parent Originator Seller shall, after reviewing such calculation prepared by Sub-Originator since Seller, in good faith discuss and agree upon their best estimate of such net book value (the preceding Business Day. Parent Originator shall pay such Purchase Price to such Sub-Originator in cash"Estimated Closing Date Net Assets Value"). (c) On each Business Day after At the Initial Funding DateClosing, Catalog Seller and Parent Originator Purchaser shall settle as make payment of an amount (the "Closing Date Payment") equal to the Purchase sum of the Base Price for Receivables plus the Estimated Closing Date Net Assets Value as follows: (i) The sum of One Million One Hundred Thousand Dollars ($1,100,000) (the "Escrow Amount") shall be paid to SunTrust Bank in Atlanta, Georgia, as Escrow Agent (the "Escrow Agent"), to be held and Related Rights conveyed maintained by Parent Originator to Catalog Seller since the preceding Business Day. Amounts paid by Catalog Seller Escrow Agent pursuant to the Parent Originator on such day terms of an Escrow Agreement in a form reasonably acceptable to the parties (the "Escrow Agreement") by and among Purchaser, Seller, HMP and the Escrow Agent and distributed in accordance with Section 2.3(h); (ii) Purchaser shall be applied issue to Seller its Promissory Note in the form of Exhibit D (the "Note"), in the principal amount of Five Hundred Thousand Dollars ($500,000), bearing interest at a fixed annual rate of five percent (5%) and payable as follows: first(A) the sum of Two Hundred Fifty Thousand ($250,000.00) Dollars, plus accrued interest thereon, shall be due and payable on the date occurring ten (10) days after the determination of the Closing Date Net Assets Value, as a payment of interest on outstanding deferred Purchase Price, calculated as provided referenced in subsection (dSection 2.3(d), with respect subject to offset as specified in Section 2.3(e), and (B) the related balance shall be due and payable on the date occurring six (or any earlier6) periodmonths after the Closing Date; second, as a payment and (iii) The balance of the remaining Purchase Price for Receivables conveyed since Closing Date Payment (i.e., the preceding Business Day and the Related Rights with respect thereto; third, as a payment Closing Date Payment minus One Million Six Hundred Thousand Dollars {$1,600,000}) shall be paid to Seller via wire transfer of deferred Purchase Price for Receivables conveyed during any prior period and the Related Rights with respect thereto; and fourth, if Parent Originator and Catalog Seller so agree, as a loan by Catalog Seller to Originator, on the terms described in Section 4.7immediately available funds.