Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of the Holdco Equity free and clear of all Liens (other than Liens created by or on behalf of Buyer and applicable federal and state securities law restrictions) for an aggregate purchase price equal to: (a) the Enterprise Value less (b) the amount of Debt, less (c) the amount of any Company Transaction Expenses, less (d) the amount of the Reopener Adjustment, as applicable, less (e) the AR Adjustment Amount, all as determined in Section 1.04 (the “ Purchase Price ”).