2.7 Deposits. Effective at the Closing, Seller will sell, convey,
transfer, assign and deliver to Purchaser, and Purchaser will acquire and accept
from Seller, all rights to any deposits or advances made in connection with
leases for Assets.
3.1 Purchase Price. The purchase price (the "Purchase Price") for the
Assets shall be (a) Ten Million Dollars ($10,000,000) plus (b) the Deferred
Payments plus (c) the mutual execution and delivery of the Termination Agreement
including releases minus (d) the Assumed Employee Expenses (except for the sick
pay portion thereof), subject to the adjustments set forth in Sections 3.5 and
3.2 Method of Payment of Purchase Price Payable at the Closing. The
Purchase Price shall be delivered by Purchaser on the Closing Date and Purchaser
shall assume the Assumed Liabilities on the Closing Date as follows:
(a) by wire transfer of immediately available funds to the Seller's
Bank Account in an amount equal to Ten Million Dollars ($10,000,000) (the "Cash
Payment"), subject to the adjustments as set forth on Schedule 3.2.
(b) by payment of One Hundred Sixty-Six Thousand Six Hundred
Sixty-Six Dollars and Sixty-Six Cents ($166,666.66) on each of July 31, 2001,
August 31, 2001, September 28, 2001, October 31, 2001 and a final payment of
$333,333.44 on November 26, 2001 (each, a "DEFERRED PAYMENT" and collectively,
the "DEFERRED PAYMENTS") for aggregate Deferred Payments equal to One Million
Dollars ($1,000,000); provided that each Deferred Payment shall be subject to
the rights of offset set forth in this Agreement and the Transition Agreement.
(c) by Purchaser's assumption of the obligations for Assumed
(d) by Purchaser's execution of the Termination Agreement in order
to effectuate the releases set forth therein.
(e) by Purchaser's execution and delivery to Seller at the Closing
of an Assumption Agreement in substantially the form attached hereto as Exhibit
3.3 Allocation of Purchase Price. Subject to adjustment as set forth
herein, for tax purposes the Purchase Price shall be allocated among the Assets
and other matters as set forth on Schedule 3.3. Purchaser and Seller shall
report the allocation on Internal Revenue Service Form 8594 in a manner
consistent with the allocation provided in Schedule 3.3, subject to the
adjustments set forth herein.
3.4 Right of Offset for Claims. Parent and Purchaser shall have the
option, in addition to and not in lieu of any other available rights or remedies
hereunder, in the event Seller is determined to owe any indemnification amount
in accordance with the procedures of Article