Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, the Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from the Seller, (a) the Shares and (b) all of the Seller’s right, title, interest in, to and under the Transferred Loans, in each case as of the Closing, for (i) an aggregate purchase price of $18,500,000 in cash (the “ Purchase Price ”) and (ii) the assumption by Buyer of the Assumed Liabilities. For the avoidance of doubt, the Parties acknowledge and agree that (x) the Purchase Price reflects a reduction of $500,000.00 to account for severance related payments and liabilities and (y) such payments and liabilities, notwithstanding anything to the contrary herein, shall be the sole responsibility of Buyer after the Closing (other than, for the avoidance of doubt, in respect of Buyer’s right to indemnification by the Seller in accordance with the terms of Article X ).