Common use of Determination of Purchase Price Clause in Contracts

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with same.

Determination of Purchase Price. The Buyer may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the Purchase Price of any SEF eligible for purchase under the Receivables has been determined Purchase Option. The Parties shall use commercially reasonable efforts to determine the Purchase Price by mutual agreement within sixty (60) days after Buyer’s request for a Purchase Price determination. If the Seller and represents Parties have not agreed on the Purchase Price within thirty (60) days after Buyer’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value thereof, after due consideration has been given to the nature of the ReceivableSEF being purchased on the date of purchase, as determined by an independent appraiser retained by the probability Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the Termination Payment that would be due from Buyer to Seller if the Site Specific PPA was terminated due to Buyer Event of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving Default at the Purchase PriceOption Date. The Independent Appraiser shall be an individual who is a member of a national accounting, consideration has been given engineering or energy consulting firm qualified by education, experience, and training to services rendered determine the value of solar generating facilities of the size and services that will be rendered in the future by Catalyst in connection age and with the credit investigations operational characteristics of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts SEF being purchased, and the assumption of certain credit riskswho specifically has prior experience valuing solar energy generating facilities. The parties hereto acknowledge that Independent Appraiser shall be reasonably acceptable to Seller. Except as may be otherwise agreed by the purchase Parties, the Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of the Receivables by Catalyst constitutes an outright conveyance by Seller to CatalystParties or their respective affiliates. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest The fair market value assessment of the Seller have been conveyed to Catalyst SEF being purchased shall consider, among other things, the income and such transaction is not subject to savings associated with the SEF for the remaining portion of the Term, and the SEF’s past and projected performance. The Independent Appraiser shall make a security interest in the Receivables and determination of the Purchase Price paid within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the Independent Appraiser shall provide a written notice thereof to both Seller and Buyer, along with all supporting documentation detailing the method of calculation of the Purchase Price. Except in the event of fraud or manifest error, the Price Determination shall be a final and binding determination of the fair market value. If Buyer wishes to exercise the Purchase Option following the Price Determination, it shall deliver an exercise notice to Seller by Catalyst constitutes consideration for the acquisition within thirty (30) days of receipt of the Receivables and under no circumstances Price Determination (the “Exercise Period”). Any such exercise notice shall be construed as a loan and no consideration herein set forth is for irrevocable once delivered. If Buyer does not exercise the usePurchase Option during the Exercise Period, forbearance or detention of money. Nothing contained herein then the Price Determination shall be construed as to require the payment of interest; howevernull and void, should and Buyer may not request a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess new determination of the maximum amount permitted Purchase Price until the next Purchase Option Date. Each Price Determination by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law an Independent Appraiser shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. AlsoBuyer’s expense, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto provided that in the construction and interpretation of this Agreementevent Buyer exercises the Purchase Option, the foregoing sentence applicable Price Determination shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameat Seller’s expense.

Determination of Purchase Price. The Buyer may, at any time within thirty (30) days following each Purchase Option Date, request a determination of the Purchase Price of any SEF eligible for purchase under the Receivables has been determined Purchase Option. The Parties shall use commercially reasonable efforts to determine the Purchase Price by mutual agreement within sixty (60) days after Xxxxx’s request for a Purchase Price determination. If the Seller and represents Parties have not agreed on the Purchase Price within thirty (60) days after Buyer’s request for a Purchase Price determination, then the Purchase Price shall be the fair market value thereof, after due consideration has been given to the nature of the ReceivableSEF being purchased on the date of purchase, as determined by an independent appraiser retained by the probability Parties (the “Independent Appraiser”), provided that the Purchase Price shall in no event be less than the Termination Payment that would be due from Buyer to Seller if the Site Specific PPA was terminated due to Buyer Event of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving Default at the Purchase PriceOption Date. The Independent Appraiser shall be an individual who is a member of a national accounting, consideration has been given engineering or energy consulting firm qualified by education, experience, and training to services rendered determine the value of solar generating facilities of the size and services that will be rendered in the future by Catalyst in connection age and with the credit investigations operational characteristics of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts SEF being purchased, and the assumption of certain credit riskswho specifically has prior experience valuing solar energy generating facilities. The parties hereto acknowledge that Independent Appraiser shall be reasonably acceptable to Seller. Except as may be otherwise agreed by the purchase Parties, the Independent Appraiser shall not be (or within three (3) years before his or her appointment have been) a director, officer, or an employee of, or directly or indirectly retained as consultant or adviser to, either of the Receivables by Catalyst constitutes an outright conveyance by Seller to CatalystParties or their respective affiliates. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest The fair market value assessment of the Seller have been conveyed to Catalyst SEF being purchased shall consider, among other things, the income and such transaction is not subject to savings associated with the SEF for the remaining portion of the Term, and the SEF’s past and projected performance. The Independent Appraiser shall make a security interest in the Receivables and determination of the Purchase Price paid within thirty (30) days of appointment (the “Price Determination”). Upon making the Price Determination, the Independent Appraiser shall provide a written notice thereof to both Seller and Xxxxx, along with all supporting documentation detailing the method of calculation of the Purchase Price. Except in the event of fraud or manifest error, the Price Determination shall be a final and binding determination of the fair market value. If Buyer wishes to exercise the Purchase Option following the Price Determination, it shall deliver an exercise notice to Seller by Catalyst constitutes consideration for the acquisition within thirty (30) days of receipt of the Receivables and under no circumstances Price Determination (the “Exercise Period”). Any such exercise notice shall be construed as a loan and no consideration herein set forth is for irrevocable once delivered. If Buyer does not exercise the usePurchase Option during the Exercise Period, forbearance or detention of money. Nothing contained herein then the Price Determination shall be construed as to require the payment of interest; howevernull and void, should and Buyer may not request a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess new determination of the maximum amount permitted Purchase Price until the next Purchase Option Date. Each Price Determination by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law an Independent Appraiser shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. AlsoBuyer’s expense, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto provided that in the construction and interpretation of this Agreementevent Buyer exercises the Purchase Option, the foregoing sentence applicable Price Determination shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameat Seller’s expense.

Determination of Purchase Price. As soon as practicable after the Closing, but in no event later than 60 days after the Closing Date, the Company shall (i) review the books and records of the Company, (ii) calculate the Net Book Value as of the Effective Time, (iii) prepare a statement setting forth a detailed calculation of the Net Book Value, the Net Book Value Adjustment and the Agreed Purchase Price ("Purchase Price Statement"), and (iv) deliver the Purchase Price Statement to the Buyer. The Buyer then shall have 60 days following receipt of the Purchase Price Statement to give the Company written notice of its objection to any item or calculation contained in the Purchase Price Statement ("Purchase Price Statement Objection Notice"). If the Buyer does not deliver to the Company a Purchase Price Statement Objection Notice within such 60 day period, such Purchase Price Statement shall be deemed final and conclusive with respect to the determination of the Net Book Value, the Net Book Value Adjustment and the Agreed Purchase Price and shall be binding on the parties for such purpose. If, however, the Buyer delivers to the Company a Purchase Price Statement Objection Notice, the parties shall meet and shall attempt in good faith to resolve such objections. If the parties are unable to resolve the Buyer's objections within 30 days following such objections, the parties promptly shall refer such objections and the Company's responses thereto to the Independent Accountant for review, and the Independent Accountant shall (x) resolve all such objections, (y) make any necessary revisions to the Purchase Price Statement, and (z) deliver the Purchase Price Statement (as so revised, if applicable) to the Buyer and the Company within 15 days after receiving written instructions to resolve all objections set forth therein. The parties shall make available to the Independent Accountant such books, records and supporting documentation as the Independent Accountant deems reasonably necessary to make its determination. The Independent Accountant may evaluate only items or matters identified in the Purchase Price Statement Objection Notice, and the Independent Accountant's findings with respect thereto shall not exceed the amount claimed by either party. The Purchase Price Statement as finalized by the Independent Accountant shall be deemed final and conclusive with respect to the Net Book Value, the Net Book Value Adjustment and the Agreed Purchase Price and shall be binding on the Buyer and the Company for such purposes. The fees and expenses of the Receivables has been determined Independent Accountant in resolving all such objections shall be borne one-half by the Seller and represents Buyer, on the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedone hand, and one-half by the assumption of certain credit risks. The parties hereto acknowledge that Company, on the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with samehand.

Determination of Purchase Price. As soon as reasonably practicable and in any event within sixty (60) days following the Closing Date, the Purchaser shall cause the Company to prepare and deliver to the Seller a statement setting forth the Purchaser's calculation (the "Final Purchase Price Calculation") of the Purchase Price, including (i) the actual amount of Working Capital as of the Closing, (ii) the actual amount by which the value of the Working Gas on the Closing differs from the value of the Working Gas on the date hereof and (iii) the actual amount by which the value of the Pipeline Imbalances at the Closing differs from the value of the Pipeline Imbalances on the date hereof and, if the Purchase Price differs from the Estimated Purchase Price, the reasons therefor in reasonable detail. The Final Purchase Price Calculation shall contain sufficient detail to enable the Seller to relate the calculations contained therein to the books and records of the Company and its subsidiaries. The Purchaser shall cause the Company to make available to the Seller all information in the possession of the Company and its subsidiaries reasonably required for the Seller to verify whether the Final Purchase Price Calculation is correct. Within forty-five (45) days following the delivery of the Final Purchase Price Calculation, the Seller shall notify the Purchaser whether it agrees with the Final Purchase Price Calculation; PROVIDED, HOWEVER, that, if the Seller shall fail so to notify the Purchaser within such forty-five (45) day period, it shall be deemed to have agreed with the Final Purchase Price Calculation. If the Seller shall disagree with the Final Purchase Price Calculation, the Seller and the Purchaser shall endeavor in good faith to agree on the Purchase Price but, if they shall not agree within thirty (30) days following the Seller's notice to the Purchaser, either the Purchaser or the Seller may cause the issues in dispute to be referred for resolution to a nationally recognized firm of independent public accountants as the Purchaser and the Seller may mutually designate, and the Seller and the Purchaser shall cooperate, and the Purchaser shall cause the Company and its subsidiary to cooperate, with such firm of independent public accountants by making available to that firm such information, books and records and such personnel as such firm may reasonably request. The costs of such firm of independent public accountants shall be borne equally by the Purchaser and the Seller. The Purchaser and the Seller shall use all commercially reasonable efforts to cause such firm of independent public accountants to examine the books and records of the Company and its subsidiaries, as well as any other information that such firm may reasonably conclude is necessary to make such determination, and to make a determination with respect to such issues within sixty (60) days following the date such issues are referred to them. Any such determination shall be final and binding on the Purchaser and the Seller and may be enforced by appropriate judicial or other proceedings. The Purchase Price of the Receivables has been determined shall then be calculated by the Seller and represents the fair market value thereof, after due consideration has been given Purchaser based on those matters as to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, which they are in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, agreement and the assumption of certain credit risks. The parties hereto acknowledge that determination by the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed independent public accountants as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained hereinthose matters, if any, as to which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding they did not agree. If the maximum rate of interest permitted Purchase Price as so determined (whether by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention agreement of the parties hereto that or determination by accountants) shall exceed the Estimated Purchase Price, the Purchaser shall pay the Seller the amount of such excess plus interest thereon from the Closing Date until paid at the "Prime rate" as published in the construction and interpretation WALL STREET JOURNAL on the day before the day of this Agreementpayment, but, if the Final Purchase Price as so determined shall be less than the Estimated Purchase Price, the foregoing sentence Seller shall pay the Purchaser the amount of such shortfall plus interest thereon from the Closing Date until paid at the Prime rate as published in the WALL STREET JOURNAL on the day before the day of payment, such payment in either case to be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with samemade within five (5) days following the final determination of the Purchase Price.

Determination of Purchase Price. The Trustee (or the Securities Administrator to the extent delegated to, and accepted by, the Securities Administrator) will be responsible for determining the Purchase Price for any Mortgage Loan that is sold by the Trustee on behalf of the Receivables has been determined by Trust or with respect to which provision is made for the Seller escrow of funds pursuant to this Section 2.03 and represents shall at the fair market value thereof, after due consideration has been given time of any purchase or escrow certify such amounts to the nature Depositor; provided that the Trustee (or the Securities Administrator to the extent delegated to, and accepted by, the Securities Administrator) may consult with the Servicer to determine the Purchase Price unless the Servicer is the Purchaser of such Mortgage Loan. If, for whatever reason, the Trustee (or the Securities Administrator to the extent delegated to, and accepted by, the Securities Administrator) shall determine that there is a miscalculation of the Receivableamount to be paid to the Trust, the probability of prompt collection thereofTrustee (or the Securities Administrator to the extent delegated to, and accepted by, the credit worthiness Securities Administrator) shall from monies in the REMIC I Distribution Account return any overpayment that the Trust received as a result of the Account Debtor, the payment history of the Account Debtor and other economical factors relative such miscalculation to the Receivables. Further, in arriving at applicable Purchaser upon the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations discovery of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedsuch overpayment, and the assumption of certain credit risks. The parties hereto acknowledge Securities Administrator shall collect from the applicable Purchaser for deposit to the REMIC I Distribution Account any underpayment that resulted from such miscalculation upon the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale discovery of such Receivablesunderpayment. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller Recovery may be made either directly or by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term set-off of all transactions with Seller and will refund or any part of such underpayment against amounts owed by the Trust to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with samesuch Purchaser.

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the (a) Seller and represents the fair market value thereof, after due consideration has been given shall deliver to Buyer at least three (3) Business Days prior to the nature Closing, a written statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimates (together with reasonable supporting documentation) of the ReceivableNet Working Capital, the probability of prompt collection thereofCompany Cash, the credit worthiness of the Account Debtor, the payment history of the Account Debtor Company Debt and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchasedCompany Transaction Expenses, and based on the assumption foregoing, Seller’s calculation of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for (the acquisition “Estimated Purchase Price”), which shall be determined as of the Receivables Effective Time and under no circumstances taking into account, and setting forth as separate line items, all provisions establishing the basis for such calculation set forth in Sections 2.2(a)-(e), including the calculation of the Net Working Capital (and all components thereof) which shall be construed determined as a loan of the Effective Time and no consideration herein pursuant to the Working Capital Methodology. Seller shall consider in good faith any revisions proposed by the Buyer to the calculations set forth is for in the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by lawEstimated Closing Statement, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only that Seller agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, however, that Buyer and Seller acknowledge and agree that Buyer shall not be deemed to have agreed to any of the excess of interest over such maximum rate of interest permitted by law. Also, amounts or calculations set forth in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller Estimated Closing Statement or the excess of any payments made over the highest lawful rate. It is the intention calculation of the parties hereto that components thereof by virtue of having proposed any revisions (whether or not accepted) pursuant to the foregoing and the use of such Estimated Closing Statement (whether or not it includes any revisions proposed by Buyer) shall not in any way prejudice Buyer’s right to disagree with, dispute or change any amount in the construction and interpretation Closing Statement delivered by the Buyer pursuant to Section 2.5(b). For the avoidance of this Agreementdoubt, any failure of Buyer to raise any objection or dispute with respect to the foregoing sentence Estimated Closing Statement shall be given precedence over not in any other agreementway prejudice Buyer’s right to disagree with, condition, dispute or stipulation herein contained which is change any amount in conflict with samethe Closing Statement delivered by Buyer pursuant to Section 2.5(b).

Determination of Purchase Price. The Purchase Price For the purpose of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at determining the Purchase Price, consideration Buyer's accountants will prepare and deliver to Seller, within 60 days after the Closing Date, a detailed balance sheet for the Company as of the close of business on the day immediately preceding the Closing Date (the "CLOSING BALANCE SHEET"), which sets forth the determination of Closing Date Asset Value and the Purchase Price, all computed in accordance with Section 1.02(b) hereof. Within 15 days after the accountants' delivery of the Closing Balance Sheet and the determination of the Purchase Price, Seller will deliver a detailed statement describing its objections (if any) to the Closing Balance Sheet and determination of the Purchase Price. Buyer and Seller will use reasonable efforts to resolve any disputes regarding the determination of the Purchase Price, but if a final resolution is not obtained within 30 days after Seller has been given to services rendered and services that submitted its objections, any remaining disputes will be rendered resolved by a nationally recognized accounting firm mutually agreeable to Buyer and Seller. If Buyer and Seller are unable to mutually agree on such an accounting firm within 30 days, a "big-six" accounting firm will be selected by lot after eliminating Price Waterhouse, Coopers & Lybrxxx xxx any other accounting firm which has a conflict with Buyer or Seller (any accounting firms selected or agreed upon shall be referred to herein as the "SELECTED ACCOUNTING FIRM"). The determination of the Purchase Price by the Selected Accounting Firm (which determination need not be in the future form of an opinion of the Selected Accounting Firm) will be made within 45 days of the date such dispute is submitted to the Selected Accounting Firm and will be conclusive and binding upon the parties. The Company will allow Seller, its attorneys, accountants and representatives and the Selected Accounting Firm reasonable access to its books, records and personnel in order to determine the Purchase Price. The Selected Accounting Firm will determine the allocation of the costs and expenses of its determination of the Purchase Price based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by Catalyst in connection with such party. For example, if Seller claims the credit investigations of Account Debtors, supervising Purchase Price is $1,000 greater than the ledgering of accounts purchased, supervising the collection of accounts purchasedamount determined by Buyer's accountants, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase Buyer contests only $500 of the Receivables amount claimed by Catalyst constitutes an outright conveyance Seller, and if the Selected Accounting Firm ultimately resolves the dispute by awarding Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest $300 of the Seller have been conveyed $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e. 300 / 500) to Catalyst Buyer and such transaction is not subject 40% (i.e. 200 / 500) to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameSeller.

Determination of Purchase Price. The Purchase Price total purchase price for the Shares and the cancellation of the Receivables has been determined by Options shall be the Seller and represents the fair market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Adjusted Purchase Price, consideration has been given as adjusted after Closing pursuant to Section 1.3 hereof and less any of the Escrow Amount not released to the Sellers or Optionholders (the “Total Purchase Price”). As used herein, the “Adjusted Purchase Price“ shall equal $73,500,000 (the “Purchase Price“) minus the sum of, without duplication, (i) the aggregate amount of Funded Indebtedness of the Parent, the Company and the Ricon Subsidiaries (collectively, the “Ricon Companies“) (without duplication) on a consolidated basis outstanding as of the close of business on the last business day before the Closing, net of the amount of cash, cash equivalents and marketable securities held by the Ricon Companies on such date; (ii) the outstanding amount of Professional Fees (as defined below), (iii) the aggregate amount of any and all Capital Lease Obligations of the Ricon Companies (without duplication) on a consolidated basis outstanding as of the close of business on the last day before the Closing and (iv) the Sellers’ Representative Fee (as defined below). As used herein, the term “Professional Fees“ means all obligations of the Sellers and/or the Ricon Companies outstanding as of the Closing Date and set forth on the Disbursement Letter for any fees, expenses and disbursements of the Sellers and/or the Ricon Companies with respect to any advisors (including legal counsel, investment bankers and accountants) for services rendered and services that will be rendered in the future by Catalyst in connection with the transactions contemplated by this Agreement (the “Contemplated Transactions“), including the cash fees, expenses and disbursements of Xxxxxx & Bird LLP, Xxxxxx X. Xxxxx & Co. Incorporated and Deloitte & Touche LLP. As used herein, the term “Funded Indebtedness“ means, without duplication, the aggregate amount (including the current portions thereof) of (i) all indebtedness for money borrowed under the credit investigations agreement, dated as of Account DebtorsDecember 13, supervising 2002, among the ledgering Company, as Borrower, the financial institutions from time to time parties thereto, each as a Lender, and Xxxxxxx Xxxxx Capital, a division of accounts purchasedXxxxxxx Xxxxx Business Financial Services Inc., supervising individually as a Lender and as Agent (as amended, modified or waived, the collection “Senior Credit Agreement“), and all indebtedness for money borrowed under the note purchase agreement, dated as of accounts purchasedDecember 13, 2002, by and between Xxxxxxxxx Financial Cayman Ltd., a Cayman Islands exempted company (the “Note Purchaser“), and the assumption of certain credit risks. The parties hereto acknowledge that Company (as amended, modified or waived, the purchase of “Note Purchase Agreement“; together with the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Senior Credit Agreement, the foregoing sentence shall be given precedence over “Credit Agreements“), but excluding (a) Capital Lease Obligations, (b) trade payables, and endorsements of checks and other instruments in the ordinary course, and (c) any other agreement, condition, interest expenses or stipulation herein contained which is in conflict with samefees accrued but unpaid on or relating to any of such excluded indebtedness.

Determination of Purchase Price. The Purchase Price purchase price under the option shall be determined with reference to the gas reserve quantities attributed to the Option Interests in the Initial Report, a copy of which has been furnished to Buyer. The reserves for the Option Interests or the applicable part thereof estimated in the Initial Report to exist on the Option Closing Date shall be the basis for calculating Seller's purchase price under the option without regard to the actual reserves that may exist or be estimated to exist on the Option Closing Date. If the Option Closing Date under the option is to occur in a month other than December, the applicable remaining reserves attributed in the Initial Report to the calendar year of closing shall be reduced by a fraction, the numerator of which is the number of months of the Receivables has been determined by year that have passed through and including the Seller month of the Option Closing Date (even if on other than the last day of that month) and represents the fair denominator of which is 12. The applicable remaining gas reserve quantities so calculated shall hereinafter be referred to as the "Remaining Reserves." Seller's purchase price for the Option Interests or the applicable part thereof shall be their agreed upon market value thereof, after due consideration has been given to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, which shall be construed to be anything other than an outright purchase calculated using the same cash flow and sale of such Receivables. All rights, title and interest of discounting procedures as were used in preparing the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interestInitial Report; however, should a court the agreed upon market value calculation shall use (i) the weighted average price received for the sale of competent jurisdiction rule that any consideration paid hereunder gas from the Interests or the applicable part thereof during the twelve month period preceding the month in which the Option Closing Date is to occur, (ii) the production and ad valorem tax rates in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess effect on the date of the maximum amount permitted by lawRepurchase Notice, and all agreements(iii) operating expenses estimated in the Initial Report, conditionsadjusted for known changes, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding including the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to "Administration Fee" payable under the extent only terms of the excess of interest over such maximum Management and Agency Agreement , (iv) future known capital expenditures not contemplated in the Initial Report and (v) a discount rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund equal to Seller the excess of any payments made over the highest lawful rate. It is the intention One Hundred Twenty Percent (120%) of the parties hereto that national Prime Rate as quoted in The Wall Street Journal on the construction and interpretation 10th business day preceding the date of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameRepurchase Notice.

Determination of Purchase Price. The On the day that is two (2) business days prior to the Closing Date, Sellers shall furnish to Buyer (i) a summary of the Base Price adjustments to be effected at the Closing pursuant to Sections 3.3, 3.4, 8.5, 8.6, 8.8 and 9.5 hereof, and (ii) based upon the information at (i), a calculation of the Purchase Price. Buyer and Sellers shall work together diligently and in good faith to agree upon the amount of the Purchase Price prior to the Closing, and if they do so agree, the agreed amount shall be conclusively established as the Purchase Price. If they cannot agree, the Closing shall occur as scheduled based on Sellers' reasonable, good faith estimate of the Receivables has been Purchase Price ("Sellers' Estimate") and certificates representing the number of Exchange Shares so determined by shall be issued to Sellers; however, all of such certificates shall be deposited in escrow with the Seller and represents the fair market value thereof, after due consideration has been given to the nature Escrow Agent pending a determination of the Receivable, final Purchase Price. In such event the probability of prompt collection thereof, the credit worthiness final Purchase Price shall be determined either (i) by subsequent agreement of the Account Debtorparties, or (ii) by binding arbitration pursuant to an arbitration proceeding initiated and conducted substantially in accordance with the payment history of procedures set out in Section 12.4 hereof. In the Account Debtor and other economical factors relative event arbitration is necessary to the Receivables. Further, in arriving at determine the Purchase Price, consideration has been given prior to services rendered and services that will be rendered in initiating the future by Catalyst in connection with arbitration, each party shall furnish to the credit investigations other a statement of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase such party's calculation of the Receivables by Catalyst constitutes an outright conveyance by Seller to CatalystPurchase Price. Nothing contained hereinAll fees and expenses of the arbitration, nor any course including attorneys' fees, expert witness fees and all other out-of-pocket expenses of dealing in the futureboth parties, shall be construed to be anything other than an outright purchase and sale paid by the party whose calculation of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller bears the greatest difference from the Purchase Price determined by Catalyst constitutes consideration for the acquisition arbitrator. The award of the Receivables arbitrator shall not be subject to appeal or judicial review of any nature and under no circumstances shall be construed as a loan and no consideration herein set forth is for promptly furnished to the use, forbearance or detention of money. Nothing contained herein Escrow Agent who shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess make distribution of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained hereinExchange Shares in a manner consistent with such award or, if anynew certificates are required in order to effect the award of the arbitrator, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate shall deliver the escrowed certificates upon receipt from Buyer of interest exceeding new certificates representing the maximum rate number of interest permitted by law shall be without binding force or effect at law or in equity shares corresponding to the extent only Purchase Price determined by such award. In the event new certificates are required and Buyer does not furnish such certificates within ten (10) days after receipt by Escrow Agent of the excess of interest over such maximum rate of interest permitted by law. Alsoaward, in such event, Catalyst may "spread" Escrow Agent shall deliver all charges characterized as interest over the entire term of all transactions with Seller and will refund originally deposited certificates to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation of this Agreement, the foregoing sentence shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict with sameSellers.

Determination of Purchase Price. The Purchase Price of the Receivables has been determined by the Seller and represents the fair market value thereof, after due consideration has been given Subject to the nature of the Receivable, the probability of prompt collection thereof, the credit worthiness of the Account Debtor, the payment history of the Account Debtor terms and other economical factors relative to the Receivables. Further, in arriving at the Purchase Price, consideration has been given to services rendered and services that will be rendered in the future by Catalyst in connection with the credit investigations of Account Debtors, supervising the ledgering of accounts purchased, supervising the collection of accounts purchased, and the assumption of certain credit risks. The parties hereto acknowledge that the purchase of the Receivables by Catalyst constitutes an outright conveyance by Seller to Catalyst. Nothing contained herein, nor any course of dealing in the future, shall be construed to be anything other than an outright purchase and sale of such Receivables. All rights, title and interest of the Seller have been conveyed to Catalyst and such transaction is not subject to a security interest in the Receivables and the Purchase Price paid to Seller by Catalyst constitutes consideration for the acquisition of the Receivables and under no circumstances shall be construed as a loan and no consideration herein set forth is for the use, forbearance or detention of money. Nothing contained herein shall be construed as to require the payment of interest; however, should a court of competent jurisdiction rule that any consideration paid hereunder is in fact or in law to be treated as interest, in no event shall Seller be obligated to pay that interest at a rate in excess of the maximum amount permitted by law, and all agreements, conditions, or stipulations contained herein, if any, which may in any event or contingency whatsoever operate to bind, obligate, or compel Seller to pay a rate of interest exceeding the maximum rate of interest permitted by law shall be without binding force or effect at law or in equity to the extent only of the excess of interest over such maximum rate of interest permitted by law. Also, in such event, Catalyst may "spread" all charges characterized as interest over the entire term of all transactions with Seller and will refund to Seller the excess of any payments made over the highest lawful rate. It is the intention of the parties hereto that in the construction and interpretation conditions of this Agreement, in consideration of the foregoing sentence sale, transfer, assignment, conveyance and delivery of the Assets (including the provider agreement entered into between Parent and Buyer and the Purchased Provider Agreements) and the Seller’s or Parent’s agreements set forth herein (including the non-competition provisions of Section 9.3), the aggregate purchase price (the “Purchase Price”) shall consist of the following (i) an amount (the “Consideration Amount”) equal to the product of (A) the number of Medicaid Members enrolled with Seller on the Closing Date multiplied by (B) $800; comprised of (X) 70% in cash (the “Cash Consideration”) and (Y) 30% in shares of Centene’s Common Stock (the “Stock Consideration Amount”), with the number of shares determined by dividing the Stock Consideration Amount by the Average Stock Price and (ii) Buyer’s assumption of the Assumed Liabilities. The Cash Consideration and the Stock Consideration shall each be payable or deliverable, as the case may be, to Seller, Parent or Seller’s Affiliates, as directed by Seller in a written notice to Buyer, within five (5) Business days after the First Capitation Date by wire transfer of immediately available funds, or delivery of the appropriate shares of Common Stock to an account specified to Buyer by Seller in writing at least two (2) Business Days before the Closing Date. In the event the price per share at the time as of the effective date of the registration statement filed pursuant to the registration rights agreement attached hereto as Exhibit C is lower than the Average Stock Price, Buyer shall deliver an additional amount of cash equal to the aggregate difference between the price per share on such date and the Average Stock Price. In the event the price per share at the effective date of such registration statement is higher than the Average Stock Price, Seller or Parent shall retain such profit, which shall not be considered a part of the Purchase Price. The Centene Common Stock constituting the Stock Consideration Amount will not be subject to any restrictions on transfer other than under the registration agreement described in Section 8.2 or under the Securities Act. Subject to such restrictions, the Sellers may transfer such Centene Common Stock at any time after Closing; provided however, that if such shares are to be transferred other than pursuant to the registration statement, (i) Centene’s obligation to deliver additional cash in the event of a price decline shall be given precedence over any other agreement, condition, or stipulation herein contained which is in conflict null and void with samerespect to such shares and (ii) such transfer will be subject to Centene’s prior written approval.