In consideration of the transfer of the Purchased Assets conveyed to the Purchaser pursuant to Section  2.1 on the Closing Date, the Purchaser shall pay in cash to FTH LLC on such date an amount equal to the estimated fair market value of the Purchased Assets on the Closing Date. Such purchase price shall be paid in cash to FTH LLC in an amount agreed to between FTH LLC and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by FTH LLC in an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to FTH LLC.