Common use of Plus Clause in Contracts

Plus. The amount of Two Million Dollars ($2,000,000) for the assignment of the Stores' leases and the Assets other than Sellers' Inventory and supplies of the Business, of which One Million Dollars ($1,000,000) was paid by PPI to Sellers pursuant to the Letter Agreement upon execution thereof. Purchaser shall deliver to Sellers on the Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000) of the Purchase Price, at Sellers' option, by wire transfer to an account designated by Sellers or certified check drawn to the order of Sellers jointly; and the remaining Three Million Five Hundred Thousand Dollars ($3,500,000) of the Purchase Price shall be deposited by Buyers on the Closing Date into an interest-bearing escrow account with CoreStates Bank, N.A. (the "Escrow Agent") pursuant to the terms of an escrow agreement, in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the extended estimated cost of the Non-Gold Inventory (as defined below) specified in the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to certain of the employees of Sellers who are employed at the Stores (the "Employees") as provided in Section 15(d).

Plus. For each additional period of of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional Accelerated Vesting: Notwithstanding any other provision contained in this Grant Notice or the Restricted Stock Units Agreement, the total Number of Units shall become Vested Units immediately prior to, but conditioned upon, the consummation of a Change in Control, provided that the Participant’s Service has not terminated prior to the date of the Change in Control. Superseding Agreement: None By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The amount Participant acknowledges that copies of Two Million Dollars ($2,000,000) the Plan, the Restricted Stock Units Agreement and the prospectus for the assignment Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Stores' leases Restricted Stock Units Agreement and the Assets other than Sellers' Inventory Plan, and supplies hereby accepts the Award subject to all of their terms and conditions. CONNECTURE, INC. PARTICIPANT By: [officer name] Signature [officer title] Date Address: 00000 Xxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Address ATTACHMENTS: 2014 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus CONNECTURE, INC. RESTRICTED STOCK UNITS AGREEMENT (For U.S. Participants) Connecture, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the BusinessConnecture, Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which One Million Dollars are incorporated herein by reference. By signing the Grant Notice, the Participant: ($1,000,000a) was paid by PPI to Sellers acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Letter Agreement upon execution thereof. Purchaser shall deliver Award (the “Plan Prospectus”), (b) accepts the Award subject to Sellers on the Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000) all of the Purchase Priceterms and conditions of the Grant Notice, at Sellers' option, by wire transfer to an account designated by Sellers or certified check drawn to the order of Sellers jointly; this Agreement and the remaining Three Million Five Hundred Thousand Dollars Plan and ($3,500,000c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Purchase Price shall be deposited by Buyers on Committee upon any questions arising under the Closing Date into an interest-bearing escrow account with CoreStates BankGrant Notice, N.A. (this Agreement or the "Escrow Agent") pursuant to the terms of an escrow agreement, in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the extended estimated cost of the Non-Gold Inventory (as defined below) specified in the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to certain of the employees of Sellers who are employed at the Stores (the "Employees") as provided in Section 15(d)Plan.

Plus. The amount For each additional period of Two Million Dollars of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional Accelerated Vesting: Notwithstanding any other provision contained in this Grant Notice or the Restricted Stock Units Agreement, the total Number of Units shall become Vested Units immediately prior to, but conditioned upon, the occurrence of either ($2,000,000i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under all of the Award or substitute for all of the Award in connection with the Change in Control a substantially equivalent Award for the assignment Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Stores' leases Change in Control or (ii) the cessation of the Participant’s Service as a result of a Termination After Change in Control and where in connection with such Change in Control the Acquiror has so assumed, continued or substituted for all of the Award. Superseding Agreement: None By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Assets other than Sellers' Inventory Participant agree that the Award is governed by this Grant Notice and supplies by the provisions of the BusinessRestricted Stock Units Agreement and the Plan, both of which One Million Dollars ($1,000,000) was paid are made a part of this document, and by PPI to Sellers pursuant the Superseding Agreement, if any. The Participant acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Letter Agreement upon execution thereofParticipant’s copy of this Grant Notice. Purchaser shall deliver to Sellers on The Participant represents that the Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000) Participant has read and is familiar with the provisions of the Purchase PriceRestricted Stock Units Agreement and the Plan, at Sellers' optionand hereby accepts the Award subject to all of their terms and conditions. CONNECTURE, by wire transfer to an account designated by Sellers or certified check drawn INC. PARTICIPANT By: [officer name] Signature [officer title] Date Address: 00000 Xxxx Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Address ATTACHMENTS: 2014 Equity Incentive Plan, as amended to the order Date of Sellers jointlyGrant; Restricted Stock Units Agreement and the remaining Three Million Five Hundred Thousand Dollars ($3,500,000) of the Purchase Price shall be deposited by Buyers on the Closing Date into an interest-bearing escrow account with CoreStates Bank, N.A. (the "Escrow Agent") pursuant to the terms of an escrow agreement, in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the extended estimated cost of the Non-Gold Inventory (as defined below) specified in the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to certain of the employees of Sellers who are employed at the Stores (the "Employees") as provided in Section 15(d).Plan Prospectus

Plus. (E) The total cash (other than restricted cash), cash equivalents, and Marketable Securities of the Company and its Subsidiaries (other than Subsidiaries of the Company that constitute Finance Subsidiaries, if any), as reported in the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, filed with the SEC Sum of (A) plus (B) plus (C) plus (D) plus (E): Consolidated Global Liquidity: $ 1 The last day of the most recent fiscal period covered by the financial statements of the Company delivered or deemed delivered pursuant to Section 6.1 of each Credit Agreement. ANNEX 1 to Compliance Certificate [Defaults/Events of Default that have occurred and are continuing] EXHIBIT K to Credit Agreement FORM OF NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. New York, New York $ , 20 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], [JURISDICTION OF INCORPORATION/FORMATION], [TYPE OF ORGANIZATION] (together with its successors and permitted assigns, the “Applicable Borrower”), hereby unconditionally promises to pay to (the “Lender”) or its registered assigns, on the Lender’s Termination Date specified in the Credit Agreement (as hereinafter defined) at the Funding Office specified in such Credit Agreement, in the currency of such Loans and in immediately available funds, the principal amount of Two Million Dollars ($2,000,000a) for ( ), or, if less, (b) the assignment unpaid principal amount of the Stores' leases Loans of the Lender outstanding under the Credit Agreement. The Applicable Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.14 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Facility, Type, Currency and amount of each Loan evidenced hereby, and the Assets other than Sellers' Inventory date and supplies amount of each payment or prepayment of principal with respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the Businesssame Type and, in the case of which One Million Dollars ($1,000,000) was paid by PPI to Sellers pursuant Eurocurrency Loans, the length of each Interest Period with respect thereto. Subject to the Letter Agreement upon execution thereof. Purchaser shall deliver to Sellers on the Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000provisions of Section 10.6(b) of the Purchase PriceCredit Agreement, at Sellers' optioneach such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Applicable Borrower in respect of the Loans. This Note (a) is one of the Notes referred to in the Third Amended and Restated Five Year Revolving Credit Agreement, by wire transfer dated as of April 18, 2018 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to an account designated by Sellers or certified check drawn time, the “Credit Agreement”), among General Motors Company, a Delaware corporation, General Motors Financial Company, Inc., a Texas corporation, GM Global Treasury Centre Limited, a corporation organized under the laws of England and Wales, General Motors do Brasil Ltda., a Brazilian limited liability company, the Subsidiary Borrowers from time to time party thereto, the Lender, the other lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Banco do Brasil S.A., as Brazilian Administrative Agent, Citibank, N.A., as syndication agent, Bank of America, N.A., as co-syndication agent, and the other agents party thereto, (b) is subject to the order of Sellers jointly; and the remaining Three Million Five Hundred Thousand Dollars ($3,500,000) provisions of the Purchase Price shall be deposited by Buyers on the Closing Date into an interest-bearing escrow account with CoreStates Bank, N.A. Credit Agreement and (the "Escrow Agent"c) pursuant is subject to the terms of an escrow agreement, optional and mandatory prepayment in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each Gold Inventory Release Date (as defined whole or in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the extended estimated cost of the Non-Gold Inventory (as defined below) specified in the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to certain of the employees of Sellers who are employed at the Stores (the "Employees") part as provided in Section 15(dthe Credit Agreement. This Note is guaranteed as provided in the Loan Documents subject to the release and termination provisions contained therein. All parties now and hereafter liable with respect to this Note, whether as maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms used herein have the meanings assigned to such terms in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [NAME OF APPLICABLE BORROWER]. By: Name: Title: SCHEDULE A to Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Date Facility Currency Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of ABR Loans Repaid Amount of ABR Loans Converted to Eurocurrency Loans Unpaid Principal Balance of ABR Loans Made By SCHEDULE B to Note LOANS, CONVERSIONS AND REPAYMENTS OF EUROCURRENCY LOANS Date Facility Currency Interest Period Amount of Eurocurrency Loans Amount Converted to Eurocurrency Loans Amount of Principal of Eurocurrency Loans Repaid Amount of Eurocurrency Loans Converted to ABR Loans Unpaid Principal Balance of Eurocurrency Loans Made By EXHIBIT L to Credit Agreement FORM OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders referred to below Investment Bank Loan Operations North America 000 Xxxxxxx Xxxxxxxxxx Xxxx, NCC5, Floor 00 Xxxxxx, XX, 00000-0000, Xxxxxx Xxxxxx Email: Xxxxxx.Xxxxxxx@xxxxx.xxx Facsimile: 000-000-0000 Telephone: 000-000-0000 Attention: Xxxxxx Xxxxxxx , 20 Ladies/Gentlemen: The undersigned, [INSERT NAME OF APPLICABLE BORROWER] (the “Applicable Borrower”) [and General Motors Company, a Delaware corporation (“Company/Applicable Borrower”)]1, refer[s] to the Third Amended and Restated Five Year Revolving Credit Agreement dated as of April 18, 2018, as amended, restated, amended and restated, renewed, supplemented or modified from time to time (the “Credit Agreement”), among [the Company/the Applicable Borrower]2, General Motors Financial Company, Inc., a Texas corporation, GM Global Treasury Centre Limited, a corporation organized under the laws of England and Wales, General Motors do Brasil Ltda., a Brazilian limited liability company, the Subsidiary Borrowers from time to time party thereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, Banco do Brasil S.A., as Brazilian administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., as co-syndication agent, and the other agents named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Applicable Borrower and the Company hereby give you notice pursuant to Section[s] [2.2] [and] [2.4]3 1 Insert if the Company is not the Applicable Borrower. 2 If Borrowing Request from the Company, it is the “Applicable Borrower”.

Plus. The amount For each additional period of Two Million Dollars _________ of the Participant’s Service from the Initial Vesting Date until the Vested Ratio equals 1/1, an additional ____ Accelerated Vesting: Notwithstanding any other provision contained in this Grant Notice or the Restricted Stock Units Agreement, the total Number of Units shall become Vested Units immediately prior to, but conditioned upon, the occurrence of either ($2,000,000i) the consummation of a Change in Control in which the Acquiror elects not to assume or continue in full force and effect the Company’s rights and obligations under all of the Award or substitute for all of the Award in connection with the Change in Control a substantially equivalent Award for the assignment Acquiror’s stock, provided that the Participant’s Service has not terminated prior to the date of the Stores' leases Change in Control or (ii) the cessation of the Participant’s Service as a result of a Termination After Change in Control and where in connection with such Change in Control the Acquiror has so assumed, continued or substituted for all of the Award. Superseding Agreement: None By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Assets other than Sellers' Inventory Participant agree that the Award is governed by this Grant Notice and supplies by the provisions of the BusinessRestricted Stock Units Agreement and the Plan, both of which One Million Dollars are made a part of this document, and by the Superseding Agreement, if any. The Participant acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions. Q2 HOLDINGS, INC. PARTICIPANT By: [officer name] Signature [officer title] Date Address: Address ATTACHMENTS: 2014 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus Q2 HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT ($1,000,000For Executive Officers) was paid Q2 Holdings, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Q2 Holdings, Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by PPI to Sellers reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Letter Agreement upon execution thereof. Purchaser shall deliver Award (the “Plan Prospectus”), (b) accepts the Award subject to Sellers on the Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000) all of the Purchase Priceterms and conditions of the Grant Notice, at Sellers' option, by wire transfer to an account designated by Sellers or certified check drawn to the order of Sellers jointly; this Agreement and the remaining Three Million Five Hundred Thousand Dollars Plan and ($3,500,000c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Purchase Price shall be deposited by Buyers on Committee upon any questions arising under the Closing Date into an interest-bearing escrow account with CoreStates BankGrant Notice, N.A. (this Agreement or the "Escrow Agent") pursuant to the terms of an escrow agreement, in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the extended estimated cost of the Non-Gold Inventory (as defined below) specified in the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to certain of the employees of Sellers who are employed at the Stores (the "Employees") as provided in Section 15(d)Plan.

Plus. The amount sum of Two Million Dollars all Cover Transportation and Other Costs Eligible for Invoicing on the prior Day and each other Uninvoiced Day; PLUS The sum of all Volumetric Losses owed to MLC in respect of the prior Calendar Day and each other Uninvoiced Day; PLUS The sum of any ARPLA Revision Amount that is payable by PESRM in respect of any ARPLA Revision, as applicable, that occurred during such prior Day and each other Uninvoiced Day; PLUS The sum of all Cover Transaction Price Amounts due from PESRM, in each case on the prior Day and each other Uninvoiced Day; The sum of all Butane Sale Price Amounts due from PESRM, in each case in respect of the prior Day and each other Uninvoiced Day; MINUS The sum of all Refined Product Price Amounts owed in respect of all Refined Products, delivered by PESRM to MLC at the RP Delivery Point on the prior Day and each other Uninvoiced Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. MINUS The sum of all Volumetric Gains owed to PESRM in respect of the prior Day and each other Uninvoiced Day; MINUS The sum of any ARPLA Revision Amount that is payable by MLC in respect of any ARPLA Revision, that occurred during the prior Day and each other Uninvoiced Day; MINUS The sum of all Cover Transaction Price Amounts due from MLC, in each case on the prior Day and each other Uninvoiced Day; PLUS The sum of all First Purchaser Compliance Costs incurred by MLC on the prior Day and each other Uninvoiced Day; PLUS The sum of all Throughput Service Fees and Cover Throughput Service Fees ($2,000,000other than the Annual Cover Throughput Service Fee) applied in respect of all Refined Products (i) delivered by MLC at the Product Purchaser Delivery Point, (ii) delivered to MLC at the RP Delivery Point pursuant to Cover Transactions and (iii) for which delivery was cancelled under any RP Sales Contract pursuant to Cover Transactions, in each case on the assignment prior Day and each other Uninvoiced Day; PLUS The sum of all RP Transportation and Other Costs Eligible for Invoicing by MLC on prior Day and each other Uninvoiced Day; PLUS The sum of all MLC Refined Product sales to PESRM at Racks in respect to the prior Day and each other Uninvoiced Day; The sum of the Stores' leases and the Assets other than Sellers' Inventory and supplies Rack Sale Prepayment Amounts in respect of the Business, prior Day and each other Uninvoiced Day; PLUS The sum of which One Million Dollars ($1,000,000) was paid by PPI to Sellers pursuant the Rack Sale Prepayment Amounts in respect of the following Day; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Letter Agreement upon execution thereofomitted portions. Purchaser shall deliver PLUS The sum of all MLC Refined Product sales to Sellers PESRM in accordance with RP Sales Contracts in respect to the prior Day and each other Uninvoiced Day; The sum of the RP Sales Contract Prepayment Amounts, in respect of all PESRM-MLC RP Sales Contracts for delivery on the Closing Date Three Million Five Hundred Thousand Dollars ($3,500,000) prior Day and each other Uninvoiced Day; PLUS The sum of the Purchase Priceall RP Sales Contract Prepayment Amounts, at Sellers' option, by wire transfer to an account designated by Sellers or certified check drawn to the order in respect of Sellers jointly; and the remaining Three Million Five Hundred Thousand Dollars ($3,500,000) of the Purchase Price shall be deposited by Buyers all PESRM-MLC RP Sales Contracts for delivery on the Closing Date into an interest-bearing escrow account with CoreStates Bank, N.A. (the "Escrow Agent") pursuant to the terms of an escrow agreement, in the form attached hereto as Exhibit "B" (the "Escrow Agreement"). On each Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the estimated value of the Gold Inventory (as defined below) specified in the relevant Xxxxxx'x Grams On Hand With Cost Report (as defined in Section 15(b)) from the funds in the escrow account established pursuant to the Escrow Agreement (the "Escrow Account"). On each Non-Gold Inventory Release Date (as defined in Section 15(b)), Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Sellers an amount equal to ninety-three percent (93%) of the extended estimated cost of the Non-Gold Inventory (as defined below) specified in the relevant Non-Gold To Be Produced With Extended Cost Report (as defined in Section 15(b)) from the funds in the Escrow Account. On the Final Inventory Release Date, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release to Buyers the amount of Twenty Five Thousand Dollars ($25,000) in consideration of Buyers' giving the credit to certain of the employees of Sellers who are employed at the Stores (the "Employees") as provided in Section 15(d).following Day;