Common use of Closing of Purchase; Payment of Purchase Price Clause in Contracts

Closing of Purchase; Payment of Purchase Price. Subject to Section 5(f), the closing of a purchase pursuant to this Section 5 shall take place at the principal office of the Company no later than the 90th day following the Determination Date. At the closing, (i) the Company or the Investor, as the case may be, shall, subject to Section 5(d), pay the Purchase Price to the Employee and (ii) the Employee shall deliver to the Company such instruments effectuating such purchase as the Company or the Investor, as the case may be, shall reasonably request. Notwithstanding the foregoing, if the Determination Date occurs during the first or last fiscal quarter of any fiscal year, the Company or the Investor, as the case may be, may elect to pay the Purchase Price in two installments, as follows: (i) at the closing the Company or the Investor, as the case may be, shall pay to the Employee an amount (the “First Installment Amount”) equal to at least 80% of the excess of (A) the aggregate Fair Market Value of the shares covered by the Covered Options being purchased, determined on the basis of the most recent available annual valuation of the shares over (B) the aggregate Option Price for such Covered Option, and (ii) no later than the fifteenth business day following the Board’s next determination of the Fair Market Value, the Company or the Investor, as the case may be, shall pay the excess, if any, of the (A) Purchase Price for the Covered Options calculated using such subsequent determination of Fair Market Value over the First Installment Amount or, if the First Installment Amount exceeds the Purchase Price, the Company shall so notify the Employee, who shall promptly repay any such excess to the Company or the Investor, as the case may be.

Closing of Purchase; Payment of Purchase Price. Subject to Section 5(f), the closing of a purchase pursuant to this Section 5 shall take place at the principal office of the Company no later than the 90th day following the Determination DateDate (or, in the case of a purchase pursuant to Section 5(b), no later than 10 business days following the Company’s receipt of written notice from the Employee pursuant to Section 5(b)). At the closing, (i) the Company or the Investor, as the case may be, shall, subject to Section 5(d5(e), pay the Purchase Price to the Employee and (ii) the Employee shall deliver to the Company such certificates or other instruments effectuating such representing the Shares so purchased, appropriately endorsed by the Employee or directing that the shares be so transferred to the purchase thereof, as the Company or the Investor, as the case may be, shall reasonably requestrequire. Notwithstanding the foregoing, if the Determination Date occurs during the first or last fiscal quarter of any fiscal yearyear of the Company, the Company or the Investor, as the case may be, may elect to pay the Purchase Price in two installments, as follows: (i) at the closing the Company or the Investor, as the case may be, shall pay to the Employee an amount equal to at least 80% of the Fair Market Value of the Shares determined on the basis of the Board’s most recent determination thereof (the “First Installment Amount”) equal to at least 80% of the excess of (A) the aggregate Fair Market Value of the shares covered by the Covered Options being purchased, determined on the basis of the most recent available annual valuation of the shares over (B) the aggregate Option Price for such Covered Option, and (ii) no later than the fifteenth business day following the Board’s next determination of the Fair Market Value, the Company or the Investor, as the case may be, shall pay the excess, if any, of the (A) Purchase Price for the Covered Options calculated using such subsequent determination of Fair Market Value over the First Installment Amount or, if the First Installment Amount exceeds the such Purchase Price, the Company shall so notify the Employee, who shall promptly repay any such excess to the Company or the Investor, as the case may be.

Closing of Purchase; Payment of Purchase Price. Subject to Section 5(f)10, the closing of a purchase pursuant to this Section 5 shall take place at the principal office of the Company no later than on the 90th tenth business day following the Determination Datereceipt by the Grantee (or his estate) of the C&D Fund's or the Company's notice of exercise of the right to purchase any of the Covered Options pursuant to Section 5(c). At the closing, (i) the Company or the Investor, as the case may be, shall, subject to Section 5(d)the proviso below, the Company, shall pay the Purchase Price to the Employee Grantee (or his estate) by delivery of a check for the Purchase Price payable to the order of the Grantee (or his estate) and (ii) the Employee Grantee (or his estate) shall deliver to the Company such instruments effectuating such purchase instru- ments as the Company may reasonably request signed by the Grantee (or the Investorhis estate); provided, as the case may behowever, shall reasonably request. Notwithstanding the foregoing, that if the Determination Date occurs during the first or last fiscal quarter of any fiscal yearyear of the Company, the Company or may defer the Investor, as the case may be, may elect to pay payment of a portion of the Purchase Price in two installmentsuntil the tenth business day following receipt by the Company of the Applicable Share Valuation (such tenth business day, as follows: the "Deferred Payment Date"). In the event of any such deferral, (i) at the closing of the purchase of the Covered Option, the Company or the Investor, as the case may be, shall pay to the Employee Grantee (or his estate) an amount (the “"First Installment Amount”") equal to at least 80% of the excess of (A) the aggregate Fair Market Value of the shares covered by Shares which may be purchased upon exercise of the Covered Options being purchasedOption, determined pursuant to Section 5(f) hereof on the basis of the most recent available annual valuation of the shares Shares, over (B) the aggregate Option Price for such exercise price of the Covered Option, and (ii) no later than the fifteenth business day following the Board’s next determination of the Fair Market ValueDeferred Payment Date, the Company or the Investor, as the case may be, shall pay an additional amount to the Grantee (or his estate) equal to the excess, if any, of the (A) the sum of (1) the Purchase Price for the Covered Options Option and (2) an amount calculated using such subsequent determination of Fair Market Value over by multiplying the First Installment Amount by a percentage equal to the average annual cost to the Company of its bank indebtedness obligations outstanding during the period that payment of a portion of the Purchase Price is delayed hereunder or, if there are no such obligations outstanding, one percentage point greater than the average annual prime rate charged during such period by Chase Bank or such other nationally recognized bank designated by the Company, over (B) the First Installment Amount exceeds the Purchase Price, the Company shall so notify the Employee, who shall promptly repay any such excess to the Company or the Investor, as the case may beAmount.

Closing of Purchase; Payment of Purchase Price. Subject to ---------------------------------------------- Section 5(f)10, the closing of a purchase of any Covered Options pursuant to this Section 5 shall take place at the principal office of the Company no later than on the 90th tenth business day following the Determination Datereceipt by the Grantee of the Company's or the CD&R Fund's, as the case may be, notice of exercise of its right to purchase any such Covered Options pursuant to Section 5(c). At the closing, (i) subject to the - proviso below, the Company or the Investor, as the case may be, shall, subject to Section 5(d), pay the Purchase Price to the Employee and (ii) the Employee shall deliver to the Company such instruments effectuating such purchase as the Company or the InvestorCD&R Fund, as the case may be, shall pay the Purchase Price to the Grantee for the Covered Options being purchased by delivery to the Grantee of cash or immediately available funds in an amount equal to such Purchase Price and such Covered Option shall be canceled and (ii) -- the Grantee shall deliver to the Company such instruments as the Company may reasonably request. Notwithstanding , signed by the foregoingGrantee, free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature; provided, -------- however, that if the Determination Date occurs during the first or last fiscal ------- quarter of any fiscal yearFiscal Year, the Company or the InvestorCD&R Fund, as the case may be, may elect to pay defer the payment of a portion of the Purchase Price in two installmentsfor the Covered Options being purchased until the tenth business day following receipt by Employer of the Applicable Share Valuation (such tenth business day, as follows: the "Deferred Payment ---------------- Date"). In the event of any such deferral, (i) at the closing of the purchase ---- - of the Covered Options, the Company or the InvestorCD&R Fund, as the case may be, shall pay to the Employee Grantee an amount (the “"First Installment Amount”") equal to at least 80% of ------------------------ the excess of (A) the aggregate Fair Market Value of the shares Shares then covered by - the Covered Options being purchased, determined on the basis of the most recent available annual valuation of the shares Shares, over (B) the aggregate Option Price - for such Covered OptionShares, and (ii) no later than the fifteenth business day following the Board’s next determination of the Fair Market ValueDeferred Payment Date, the Company -- or the InvestorCD&R Fund, as the case may be, shall pay an additional amount to the Grantee equal the sum of (A) the excess, if any, of the (A) Purchase Price for the - Covered Options calculated using such subsequent determination of Fair Market Value being purchased over the First Installment Amount (the "Excess Payment") and (B) interest on the Excess Payment for the -------------- - period commencing on the closing date of the purchase of the Shares and ending on the date of payment of such additional amount pursuant to this clause (ii) at the average annual cost to Holding and its Subsidiaries of its bank indebtedness obligations outstanding during such period or, if there are no such obligations outstanding, one percentage point greater than the First Installment Amount exceeds the Purchase Price, the Company shall so notify the Employee, who shall promptly repay any average annual prime rate charged during such excess to the Company period by Chase Bank or the Investor, as the case may besuch other nationally recognized bank designated by Holding.