Common use of The Purchase Price and Allocation Clause in Contracts

The Purchase Price and Allocation. a. The aggregate cash purchase price for the Transferred Shares and the assignment of the Assumed Liabilities (the "Purchase Price") shall be $77,000,000. The Purchase Price will be increased or decreased, as the case may be, as follows (such adjustments collectively referred to as the "Purchase Price Adjustments", an example of which is set forth on Exhibit C, Example 3.2(a)): (i) with respect to FMCL, (1) if Closing Net Working Capital FMCL is (A) more than $64,505,115, the Purchase Price will be increased by fifty percent (50%) of such excess; or (B) less than $64,505,115, the Purchase Price will be decreased by fifty percent (50%) of such shortfall; and (2) if the Closing Debt Amount is (i) less than $141,910,174, the Purchase Price will be increased by fifty percent (50%) of such shortfall; or (B) more than $141,910,174, the Purchase Price will be decreased by fifty percent (50%) of such excess; (ii) with respect to LLC, (1) if Closing Net Working Capital LLC is (A) more than $640,760, the Purchase Price will be increased by fifty percent (50%) of such excess; or (B) less than $640,760, the Purchase Price will be decreased by fifty percent (50%) of such shortfall; and (2) if the Closing Debt Amount is (i) less than $0, the Purchase Price will be increased by fifty percent (50%) of such shortfall; or (B) more than $0, the Purchase Price will be decreased by fifty percent (50%) of such excess; and (iii) if the Remaining Shipping Prepayment is a positive amount, the Purchase Price will be increased by the amount of the Remaining Shipping Prepayment; and, if the Remaining Shipping Prepayment is a negative amount, the Purchase Price will be decreased by the amount of the Remaining Shipping Prepayment. b. Exhibit G sets forth an allocation of the Purchase Price (including the amount of any assumed liabilities to the extent required under the Code) among the Equity Interests in LLC, FBVI and the Off-Take Agreement, and (to be used in the event Buyer makes a Section 338 Election with respect to its purchase of the FBVI shares) the assets of FBVI, DCBSRL and FTL (including the equity interest in FMCL) (the "Purchase Price Allocation"). The parties shall file all Tax Returns consistently with the Purchase Price Allocation, and neither party shall take any contrary position regarding such allocation in any Tax filing or contest. Any subsequent adjustments to the Purchase Price shall be reflected in a revised Purchase Price Allocation in a manner consistent with Section 1060 and any other applicable provisions of the Code, and Buyer shall deliver any revisions to the Purchase Price Allocation to Seller promptly after such revisions are made.

The Purchase Price and Allocation. a. (a) The aggregate cash purchase price for the Transferred Shares and the assignment of the Assumed Liabilities (the "Purchase Price") shall be $77,000,00080,300,000. The Purchase Price will be increased or decreased, as the case may be, as follows (such adjustments collectively referred to as the "Purchase Price Adjustments", an example of which is set forth on Exhibit C, Example 3.2(a)): (i) with respect to FMCLPLN, (1) if Closing Net Working Capital FMCL PLN is (A) more than $64,505,11558,787,000, the Purchase Price will be increased by fifty percent (50%) of such excess; or (B) less than $64,505,115, 58,787,000 the Purchase Price will be decreased by fifty percent (50%) of such shortfall; and (2) if the Closing Debt Amount is (i) less than $141,910,174120,078,000, the Purchase Price will be increased by fifty percent (50%) of such shortfall; or (B) more than $141,910,174120,078,000, the Purchase Price will be decreased by fifty percent (50%) of such excess; (ii) with respect to LLC, (1) , if Closing Net Working Capital LLC is (A) more than $640,760104,000, the Purchase Price will be increased by fifty percent (50%) of such excess; or (B) less than $640,760104,000, the Purchase Price will be decreased by fifty percent (50%) of such shortfall; and (2) if the Closing Debt Amount is (i) less than $0, the Purchase Price will be increased by fifty percent (50%) of such shortfall; or (B) more than $0, the Purchase Price will be decreased by fifty percent (50%) of such excess; and (iii) if the Remaining Shipping Prepayment is a positive amount, the Purchase Price will be increased by the amount of the Remaining Shipping Prepayment; and, if the Remaining Shipping Prepayment is a negative amount, the Purchase Price will be decreased by the amount of the Remaining Shipping Prepayment. b. (b) Exhibit G sets forth an allocation of the Purchase Price (including the amount of any assumed liabilities to the extent required under the Code) among the Equity Interests in LLC, FBVI LLC and MCHI and the Off-Take Agreement, and (to be used in the event Buyer makes a Section 338 Election with respect to its purchase of the FBVI MCHI shares) the assets of FBVIMCHI, DCBSRL MCBSRL and FTL MCTL (including the equity interest in FMCLPLN) (the "Purchase Price Allocation"). The parties shall file all Tax Returns consistently with the Purchase Price Allocation, and neither party shall take any contrary position regarding such allocation in any Tax filing or contest. Any subsequent adjustments to the Purchase Price shall be reflected in a revised Purchase Price Allocation in a manner consistent with Section 1060 and any other applicable provisions of the Code, and Buyer shall deliver any revisions to the Purchase Price Allocation to Seller promptly after such revisions are made.