Common use of Closing Payment Clause in Contracts

Closing Payment. (a) At the Closing and subject to the terms and conditions contained in this Agreement, the Purchaser shall pay to the Sellers, by delivery of immediately available funds, an amount equal to (such resulting amount, the “Closing Payment”): (i) $85,000,000.00, plus (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is a statement (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Closing Payment (including, for the avoidance of doubt, the Company Cash, the Closing Indebtedness and the Seller Transaction Expenses).

Closing Payment. (a) At Not less than five (5) days prior to the Closing Date, Seller shall prepare and subject deliver, or cause to the terms be prepared and conditions contained in this Agreement, the Purchaser shall pay to the Sellers, by delivery of immediately available funds, an amount equal to (such resulting amount, the “Closing Payment”): (i) $85,000,000.00, plus (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided thatdelivered, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is Purchaser a statement (the “Estimated Pre-Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) a good faith estimate of the Closing Net Indebtedness (the “Estimated Closing Indebtedness”), (ii) a good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), calculated (iii) a good faith estimate of the Closing Cash (the “Estimated Cash”), and (iv) Seller’s calculation of the Estimated Closing Payment based thereon, together with reasonable detail regarding the calculation of such amount. The Pre-Closing Statement shall be accompanied by a certificate executed by the chief financial officer of Seller, certifying to Purchaser that the Pre-Closing Statement has been prepared in good faith and using in accordance with this Section 2.4(a). For purposes of illustration, attached as Section 2.4(a) of the Agreed Accounting Policies prepared Seller Disclosure Letter is a sample statement setting forth the Closing Indebtedness, Closing Working Capital and calculated Closing Cash, and the calculation of the amount of the Closing Payment as a result thereof, as of March 31, 2016. (b) After delivery of the Pre-Closing Statement, Seller shall, and shall cause the Companies to, (i) reasonably assist Purchaser and its Representatives in a manner consistent with Exhibit APurchaser’s review of the Pre-Closing Statement, and (ii) give Purchaser reasonable access to and copies of the books and records of the Companies and reasonable access to relevant personnel thereof (including any auditors or accountants) for the purpose of reviewing the Pre-Closing Statement, which access rights shall be exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the operations of Seller and the Companies. Seller shall consider in good faith any comments on the Pre-Closing Statement submitted by Purchaser and shall make any mutually agreed upon changes to the Pre-Closing Statement in response thereto, which version shall be delivered to Purchaser at least one (1) Business Day prior to the Closing Payment Date and shall be used at Closing as the basis for determining the Estimated Closing Payment. (includingc) At 12:01 A.M. Eastern Time on the Closing Date (or at such other day or time as mutually agreed by the parties), the JV Entity shall conduct a physical count of all Cage Cash held by the JV Entity, the Companies and the gaming properties of the Companies (the “Cash Count”). The Cash Count shall be conducted in accordance with policies, procedures and methodologies reasonably agreed by the parties. Each of Purchaser and Seller shall be entitled to have Representatives present during the Cash Count, which Representatives shall have full access to the Cash Count proceedings and cooperate in good faith to resolve any disputes regarding the conduct of the Cash Count. The results of the Cash Count shall, absent manifest error, be binding on the parties for the avoidance purpose of doubt, determining the Company Cash, the Closing Indebtedness Cage Cash and the portion of Closing Cash that is Cage Cash. (d) At the Closing, Purchaser shall pay, or cause to be paid, to Seller Transaction Expenses)the Estimated Closing Payment, by wire transfer of immediately available funds to the bank account designated by Seller.

Closing Payment. (a) At Not more than five (5) Business Days, but not fewer than three (3) Business Days, before the Closing Date, Seller shall prepare and subject deliver to Buyer good faith estimates of the terms and conditions contained in this Agreement, Closing Transferred Assets Amount (the Purchaser shall pay to the Sellers, by delivery of immediately available funds, an amount equal to (such resulting amount, the “Closing Payment”): (i) $85,000,000.00, plus (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the “ Estimated Closing Statement), plus Transferred Assets Amount”) and either the resulting calculation of (ivx) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than Transferred Assets Amount exceeds the Target Net Working Capital, minus Signing Date Transferred Assets Amount (v) the sum of (A) the Closing Indebtedness (as set forth in the “Estimated Closing Statement), plus Transferred Assets Excess Amount”) or (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (Cy) the amount, if any, by which the Target Net Working Capital is greater than Signing Date Transferred Assets Amount exceeds the Estimated Closing Transferred Assets Amount (the “Estimated Closing Transferred Assets Shortfall Amount”), as the case may be, and provide Buyer with a notice (the “Closing Notice”) that includes the following: (i) a “ Statement of Estimated Closing Transferred Assets Amount,” in the format set forth on Section 3.03(a)(i) of the Disclosure Schedule, which sets forth an illustrative calculation of the Closing Net Working Capital Transferred Assets Amount assuming the amounts set forth therein were calculated based on the Signing Date Portfolio Information set forth in the Estimated Closing Statement, plus Signing Date Portfolio Tape; (Dii) the amount to be paid by Buyer to Seller (for the benefit of the Seller Transaction Expenses Parties) at Closing (as set forth in the “ Closing Payment”), which shall be an amount equal to the Purchase Price either (A) plus the Estimated Closing Statement)Transferred Assets Excess Amount or (B) minus Estimated Closing Transferred Assets Shortfall Amount; provided that, and (iii) the account or accounts to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item which Buyer shall not be included in the calculation of any other component of pay the Closing Payment. (b) At the Closing, Buyer shall pay to Seller (for the benefit of the Seller Parties) an aggregate amount equal to the Closing Payment. The Closing Payment, Payment and other payments made to Seller under this Agreement shall be paid to Seller for its own account and as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is a statement (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Closing Payment (including, agent for the avoidance account of doubt, the Company Cash, the Closing Indebtedness and the other Seller Transaction Expenses)Parties.

Closing Payment. (a) At No fewer than three (3) Business Days before the Closing Date, Seller Parent shall prepare and subject deliver to Buyer (i) an estimated combined statement of stockholders equity of the Companies (after giving effect to the terms Reorganization) as of as of 11:59 p.m. on the date immediately preceding the Closing Date (“Closing Date Balance Sheet”) prepared in accordance with the Accounting Principles and conditions contained in this Agreementconsistent with Exhibit C, together with (ii) a written notice (the Purchaser shall pay “Closing Notice”) setting forth: (i) Seller Parent’s good faith estimate and supporting calculations of (A) the Equity Amount and the Net Equity Adjustment Amount, (B) the Indebtedness Amount, and (C) the Closing Amount (the “Estimated Closing Amount”) and the Purchase Price; (ii) the amount to be paid by Buyer to the Seller Parent (for the benefit of the Sellers, by delivery of immediately available funds, an amount equal to ) at Closing (such resulting amount, the “Closing Payment”): (i) $85,000,000.00), plus (ii) which, subject to Section 3.08, shall equal an aggregate amount equal to the Incremental Tax Benefit Estimated Closing Amount, plus; and (iii) an amount equal the account or accounts to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item Buyer shall not be included in the calculation of any other component of pay the Closing Payment. (biv) The Closing PaymentDate Balance Sheet, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase PriceClosing Notice and all related calculations shall be prepared based upon the books and records of the Business.” (cb) Attached hereto as Schedule 1.2(cAt the Closing, Buyer shall pay (or cause to be paid) is a statement to Seller Parent (for the “Estimated Closing Statement”) setting forth benefit of the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Payment. The Closing Payment (including, and other payments made to Seller Parent under this Agreement shall be paid to Seller Parent as agent for the avoidance account of doubt, the Company Cash, the Closing Indebtedness other Seller Parties by wire transfer of immediately available funds in accordance with wire instructions and the bank account information provided in writing by Seller Transaction Expenses)Parent.

Closing Payment. (a) At least five (5) business days prior to the Closing and subject Date, Seller shall deliver to Purchaser (i) the most recently available unaudited balance sheet of Seller which shall not be older than sixty (60) days prior to the terms Closing Date ("Preliminary Balance Sheet"), (ii) a calculation of the Net Current Assets as reflected on the Preliminary Balance Sheet ("Preliminary Net Current Asset Calculation"), (iii) a calculation of the 2004 Capex Adjustment, with accompanying supporting documentation and conditions contained in this Agreement(iv) a calculation of the 2005 Slot Expenditures with accompanying supporting documentation. Purchaser shall have the right to review the Preliminary Balance Sheet, Preliminary Net Current Asset Calculation, the calculation of the 2004 Capex Adjustment and the calculation of the 2005 Slot Expenditures, and Seller and Purchaser shall negotiate in good faith with respect to any disputes arising therefrom. (b) At the Closing, Purchaser shall pay to the Sellers, by delivery of immediately available funds, Seller an amount equal to (such resulting amount$66 Million plus or minus any 2004 Capex Adjustment plus the 2005 Slot Expenditures, minus the “Closing Payment”): Earnest Money plus the aggregate Easement Costs and either (i) $85,000,000.00minus t▇▇ ▇▇▇▇nt, plus if any, by which the Net Current Assets as reflected on the Preliminary Balance Sheet are less than the Target Number or (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) plus the amount, if any, by which the Closing Net Working Capital set forth in Current Assets as reflected on the Estimated Closing Statement is Preliminary Balance Sheet are greater than the Target Net Working Capital, minus Number (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the "Closing Payment. (b) "). The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as Payment plus the “Earnest Money shall be the "Estimated Purchase Price.”" (c) Attached hereto as Schedule 1.2(c) is a statement (▇▇▇▇▇ to the “Estimated Closing Statement”) setting forth Closing, Purchaser and Seller shall direct the Sellers’ Representative’s estimate of (i) Escrow Agent to deliver at the Closing Net Working Capital, calculated the Earnest Money to Seller. (d) The Estimated Purchase Price ▇▇▇▇▇ be paid by wire transfer of immediately available federal funds for credit to Seller to a bank account or accounts designated by Seller in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Closing Payment (including, for the avoidance of doubt, the Company Cash, the Closing Indebtedness and the Seller Transaction Expenses)writing prior to Closing.

Closing Payment. (a) Not later than three (3) Business Days prior to the Closing Date, the Sellers shall deliver to Buyer a statement (the “Pre-Closing Statement”) consisting of (i) an estimated pro forma consolidated balance sheet of the Company and BCGS as of the Effective Time prepared in accordance with the remaining provisions of this Section 2.4, together with (ii) a calculation of the estimated Working Capital Adjustment as of the Effective Time derived from such pro forma consolidated balance sheet, with the Indebtedness Payoff Amount and Company Transaction Expenses estimated as of the Effective Time (the “Estimated Working Capital Adjustment”), and (iii) an estimate of the Closing Consideration (the “Estimated Closing Consideration”). All items set forth in the Pre-Closing Statement shall be (A) based upon the Books and Records and prepared in good faith, (B) based on the same format as the balance sheets contained in the Financial Statements as of year-end 2017 with respect to the consolidated balance sheet and the Example Calculation with respect to the Estimated Working Capital Adjustment, (C) prepared consistent with the Applicable Accounting Principles and with respect to the Estimated Working Capital Adjustment also consistent with the notes set forth in the Example Calculation, and (D) accompanied with work papers and supporting documentation and a written certification from the Chief Financial Officer of the Company certifying that the Pre-Closing Statement and calculation therein comply with the requirements of this Section 2.4(a). (b) At the Closing and subject to the terms and conditions contained in this AgreementClosing, the Purchaser Buyer shall pay to the Sellers, by delivery of immediately available funds, each Seller One-Day Notes in an amount equal to such Seller’s Pro Rata Share of the result of (such resulting amounti) the Estimated Closing Consideration, minus (ii) the Holdback Amount minus (iii) an amount to be held back pursuant to Section 5.14. The aggregate amount required to be paid at the Closing pursuant to the One-Day Notes under clauses (i), (ii) and (iii) of this Section is referred to as the “Closing Payment”): (i) $85,000,000.00, plus (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is a statement (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Closing Payment (including, for the avoidance of doubt, the Company Cash, the Closing Indebtedness and the Seller Transaction Expenses).

Closing Payment. (a) At Not later than the third Business Day prior to the Closing Date, SLD will deliver to Purchaser pro forma financial statements (consisting of a balance sheet and subject a statement of income) of SLD in the same format as the SLD Pro Forma Statements with respect to the terms Business as of and conditions contained for the period ended on the last calendar day of the month preceding the month in this Agreementwhich the Closing shall occur (the "SLD Closing Statements"), together with a certification of SLD's Chief Financial Officer that the Purchaser shall pay to SLD Closing Date Liabilities and all other items appearing on the Sellers, by delivery of immediately available funds, an amount equal to (such resulting amount, the “SLD Closing Payment”):Statements were: (i) $85,000,000.00, plusestimated in good faith; (ii) based upon the Incremental Tax Benefit Amount, plusbooks and records of SLD; and (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is a statement (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with SAP, the accounting policies generally described in Schedule 2.4(a) and the methodologies utilized in preparing SLD's Pro Forma Statements and SLD's 2003 Statutory Statements, except that: (A) the SLD Closing Statements will reflect any change in SAP since December 31, 2003, which shall be specifically described in the SLD Closing Statements; (B) the SLD Closing Statements will not reflect the recapture transaction contemplated by Section 5.28; (C) the SLD Closing Statements will not reflect any change in assumptions with respect to mortality, persistency, expenses, letter of credit costs, interest, investment earnings or other actuarial assumptions from those assumptions utilized in preparing the December 31, 2003 balance sheet included in SLD's Statutory Statements; and (D) Investment Assets will be valued at Estimated Market Value and Transferred Statutory Assets will be valued at their Estimated Book Value. For illustrative purposes, an example of the SLD Closing Statements, prepared as at June 30, 2004, are attached as Exhibit T-1. (b) Not later than the third Business Day prior to the Closing Date, SLDI will deliver to Purchaser pro forma financial statements (consisting of a balance sheet and a statement of income) of SLDI in the same format as the SLDI Pro Forma Statements with respect to the Business as of and for the period ended on the last calendar day of the month preceding the month in which the Closing shall occur (the "SLDI Closing Statements"), together with a certification of SLDI's Chief Financial Officer that the SLDI Closing Date Liabilities and all other items appearing on the SLDI Closing Statements were: (i) estimated in good faith; (ii) based upon the books and records of SLDI; and (iii) calculated in a manner consistent with SAP, the accounting policies generally described in Schedule 2.4(b) and except as specifically described in Schedule 2.4(b), the methodologies utilized in preparing SLDI's Pro Forma Statements and SLDI's 2003 Statutory Statements, except that: (A) the SLDI Closing Statements will reflect any change in SAP since December 31, 2003, which changes shall be specifically described in the SLDI Closing Statements; (B) the SLDI Closing Statements will not reflect the recapture transaction contemplated by Section 5.28; (C) the SLDI Closing Statements will not reflect any change in assumptions with respect to mortality, persistency, expenses, letter of credit costs, interest, investment earnings or other actuarial assumptions from those assumptions utilized in preparing the December 31, 2003 balance sheet included in SLDI's Statutory Statements; and (D) Investment Assets will be valued at Estimated Market Value and Transferred Statutory Assets will be valued at their Estimated Book Value. For illustrative purposes, an example of the SLDI Closing Statements, prepared as at June 30, 2004, are attached as Exhibit T-2. (c) On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the SLD Coinsurance Agreement, the SLD Coinsurance / Modified Coinsurance Agreement, the SLD Security Trust Agreement and the SLD Reserve Trust Agreement, as part of the Transferred Assets to be transferred by Sellers pursuant to Section 2.2 hereof, SLD will transfer: (i) (A) to SRUS, Transferred Statutory Assets, and (B) to the SLD Reserve Trust Account, Investment Assets and cash (if necessary), such Transferred Statutory Assets, Investment Assets and cash having an aggregate estimated value equal to the amount of the SLD Closing Date Liabilities as of the Closing Statement Date; and (ii) to the SLD Security Trust Account, Investment Assets and cash having an aggregate Estimated Market Value equal to $160 million; all as reflected on the SLD Closing Statements. (d) On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the SLDI Coinsurance Agreement, the SLDI Coinsurance / Modified Coinsurance Agreement, the SLDI Security Trust Agreement and the SLDI Reserve Trust Agreement, as part of the Transferred Assets to be transferred by Sellers pursuant to Section 2.2 hereof, SLDI will transfer: (i) (A) to Newco, cash in the amount of $70 million and Transferred Statutory Assets, and (B) to the SLDI Reserve Trust Account, Investment Assets and cash (if necessary), such cash, Transferred Statutory Assets, and Investment Assets having an aggregate estimated value equal to the sum of (x) the amount of the SLDI Closing Date Liabilities as of the Closing Statement Date plus (y) $70 million; and (ii) to the SLDI Security Trust Account, Investment Assets and cash having an aggregate Estimated Market Value equal to $330 million; all as reflected on the SLDI Closing Statements. (e) No later than the second Business Day prior to the Closing Date, Purchaser shall provide written instructions to Sellers regarding the allocation of (i) Investment Assets owned by SLD between the SLD Reserve Trust Account and the SLD Security Trust Account and (ii) Investment Assets owned by SLDI between the SLDI Reserve Trust Account and the SLDI Security Trust Account. All cash required to be transferred on the Closing Payment Date pursuant to Section 2.4(c) or (including, for d) will be transferred by wire transfer of immediately available funds in U.S. Dollars in the avoidance of doubt, amounts and to the Company Cash, bank account or accounts designated in writing by the relevant party at least three (3) Business Days prior to the Closing Indebtedness and the Seller Transaction Expenses)Date.

Closing Payment. (a) At Closing, Sellers shall deliver to Purchaser the Closing Sellers' good faith written estimate of the Separate Asset Value and subject to the terms and conditions contained in this Agreement, net amount of the Adjustments as of Closing. Purchaser shall pay to the SellersSellers at Closing, by delivery wire transfer of immediately available funds, an amount equal to (such resulting amount, the “Closing Payment”): (i) $85,000,000.00, plus (iia) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement)Base Price, plus (Bb) if Company Cash is a negative number, an amount equal to the absolute value ninety percent (90%) of the Company Cash Sellers' estimate of the Separate Asset Value and net Adjustments. Within thirty (as 30) days after Closing, Sellers shall deliver to Purchaser the Sellers' final statement of the Separate Asset Value and the Adjustments, and Purchaser shall have thirty (30) days to review such statement and to object to any matter set forth therein. The Sellers shall furnish Purchaser with such additional information and documents as Purchaser shall reasonably request in connection with its review. If the Estimated Closing Statement)Purchaser does not object to such statement within thirty (30) days after its receipt thereof, plus then such calculations shall be final and 10 binding upon all parties of interest. If the Purchaser objects to Sellers' calculations in writing within such thirty (C30) day period, then representatives of the amount, if any, by which parties shall meet promptly thereafter to resolve any disputes. To the Target Net Working Capital is greater than extent the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) parties cannot reach an agreement on the amount of the Seller Transaction Expenses Separate Asset Value or Adjustments, then such dispute shall be referred to a mutually agreeable accounting firm in St. Louis, Missouri (the "Independent Accounting Firm") for a final determination, the cost of such determination to be divided equally between Purchaser and Sellers, as set forth in a group, with Sellers' portion to be deducted from the Estimated Closing Statement); provided that, to Purchase Price. Within three (3) business days after the extent any item is taken into account in the calculation of any one component amount of the calculation set forth in this Section 1.2(a)Separate Asset Value and Adjustments has been finally determined, such item shall not be included in whether by the calculation of any other component concurrence of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to Section 1.8, is referred to herein as the “Purchase Price.” (c) Attached hereto as Schedule 1.2(c) is a statement (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital, calculated in good faith and using the Agreed Accounting Policies prepared and calculated in a manner consistent with Exhibit A, and (ii) the Closing Payment (including, for the avoidance of doubtPurchaser, the Company Cashfailure of the Purchaser to object, or the determination of the Independent Accounting Firm, the Closing Indebtedness Purchaser shall pay to Seller the balance of the Separate Asset Value and Adjustments, or the Seller Transaction Expenses)shall refund to Purchaser the amount by which ninety percent (90%) of the estimate at Closing exceeds the actual Separate Asset Value and Adjustments, whichever applies.

Closing Payment. (ai) At the Closing and subject to the terms and conditions contained in this AgreementClosing, the Purchaser shall pay to the Sellers, by delivery of immediately available funds, an amount equal to Company US$ 4.5 million dollars (such resulting amount, the “Closing PaymentPurchase Price”): (i) $85,000,000.00, plus (ii) the Incremental Tax Benefit Amount, plus (iii) an amount equal to the Company Cash, if a positive number (as set forth in the Estimated Closing Statement), plus (iv) the amount, if any, by which the Closing Net Working Capital set forth in the Estimated Closing Statement is greater than the Target Net Working Capital, minus (v) the sum of (A) the Closing Indebtedness (as set forth in the Estimated Closing Statement), plus (B) if Company Cash is a negative number, an amount equal to the absolute value of the Company Cash (as set forth in the Estimated Closing Statement), plus (C) the amount, if any, by which the Target Net Working Capital is greater than the Closing Net Working Capital set forth in the Estimated Closing Statement, plus (D) the amount of the Seller Transaction Expenses (as set forth in the Estimated Closing Statement); provided that, to the extent any item is taken into account in the calculation of any one component of the calculation set forth in this Section 1.2(a), such item shall not be included in the calculation of any other component of the Closing Payment. (b) The Closing Payment, as adjusted pursuant to subparagraph (ii) below, in accordance with this Section 1.82.2(a). Initially, is referred the entire amount shall be paid by HK Purchaser, but once the Closing Statement has been finalized in accordance with Section 2.5, the Purchase Price shall be allocated by the two Purchaser entities with respect to herein as the Other Assets (such allocated amount, the “Other Assets Purchase Price”) and the Intellectual Property Assets (such allocated amount, the “Intellectual Property Assets Purchase Price”). Purchaser shall provide notice of such allocations to Company, and such allocations shall be used by the Parties in any bookkeeping or Tax Returns.” (cii) Attached hereto At Closing, the Purchase Price will be increased or decreased by the amount that the “Estimated Closing Working Capital” is greater or less than US$ 250,000. At least 3 Business Daysprior to the anticipated Closing Date, Company will have preparedand deliveredto Purchaser pursuant to the Parties’ oral agreement an unaudited statement setting forth Company’s good faith estimate of the Working Capital of Company as Schedule 1.2(c) is a statement of immediately prior to the Closing (the “Estimated Closing Statement”) setting forth the Sellers’ Representative’s estimate of (i) the Closing Net Working Capital”), calculated as determined in accordance with Schedule 2.3, togetherwith reasonable supporting detail. If Purchaser objects to the calculations within 48 hours of receipt, the Parties have agreed to negotiate in good faith to resolve their differences respecting this calculation. (iii) A portion of the Purchase Price payable to Company shall be allocated and using paid to the Agreed Accounting Policies prepared Escrow Agent as the Escrow Amount, in accordance with Section 2.4 below and calculated in a manner consistent with Exhibit Aanother portion shall be payable to satisfy applicable Tax withholding obligations as provided below, and (ii) to the Closing Payment (including, for the avoidance of doubt, extent the Company Cash, has not provided a Qualified Withholding Certificate. (iv) Pakshi Purchaser will reimburse HK Purchaser for any amounts HK Purchaser paid allocable to the Closing Indebtedness and the Seller Transaction Expenses)Other Assets Purchase Price.