Extract to table

In the event of any conflict between this Term Sheet and a subsequently executed Definitive Redemption Agreement, the Definitive Redemption Agreement shall control in accordance with Section 13 hereof; until such time, this Term Sheet shall govern the Parties' respective rights and obligations with respect to the subject matter set forth herein

Subject to and upon the terms and conditions set forth in this Term Sheet (and, upon execution, the Definitive Agreements), PCG shall purchase, and MSH shall sell, transfer, assign, convey, and deliver to PCG, MSH's entire thirty-five percent (35%) membership interest in PGV (the "Redeemed Interest"), free and clear of all liens, pledges, security interests, charges, claims, encumbrances, options, restrictions, and other adverse interests of any kind or nature whatsoever (collectively, "Liens"), such that following consummation of the transaction, PCG shall hold a one hundred percent (100%) membership interest in PGV and shall be the sole member and manager of PGV (the "Redemption")

The total purchase price for the Redeemed Interest shall be Fifty-Two Million Eight Hundred Fifty Thousand Dollars ($52,850,000) (the "Redemption Price")

Payment shall be made on the closing date simultaneously with the delivery of all closing deliverables described in Section 5 hereof

The Parties acknowledge and agree that there shall be no holdback, escrow, earn-out, installment payment, or any other deferred payment mechanism with respect to any portion of the Redemption Price

The full Redemption Price shall be paid at closing in immediately available funds, without setoff, deduction, or counterclaim