THE SELLER TWENTY-FIVE BASIS POINTS (25 BPS) ON ALL OF THE LOANS THAT CLOSE
WITHIN SIXTY (60) DAYS FOLLOWING CLOSING.
2.3
EMPLOYMENT AGREEMENTS.
UPON CONSUMMATION OF
THE ACQUISITION, BUYER WILL ENTER INTO SEPARATE EMPLOYMENT AGREEMENTS WITH BOB
MCBRIDE, PRESIDENT OF SELLER, AND CERTAIN MEMBERS OF HIS SENIOR STAFF.
THESE
EMPLOYMENT AGREEMENTS WILL BE WITH CERTAIN OF SELLER'S EMPLOYEES THAT BOTH BUYER
AND SELLER, IN GOOD FAITH, BELIEVE ARE NECESSARY AND ESSENTIAL TO THE
5
ON-GOING BUSINESS OF THE SELLER.
THE EMPLOYMENT AGREEMENTS WILL BE FOR A TERM
OF 36 MONTHS AND WILL PROVIDE FOR COVENANTS OF NON-COMPETITION DURING THE 3 YEAR
TERM PLUS 12 MONTHS THEREAFTER.
SPECIFIC TERMS OF THE EMPLOYMENT AGREEMENTS
SHALL BE AS NEGOTIATED BETWEEN BUYER AND THE EMPLOYEES.
2.4
PRORATION.
THE PARTIES SHALL PRORATE AND
ADJUST AS OF THE CLOSING DATE THE PRE-PAID ASSETS LISTED ON SCHEDULE 1.1(E) ON A
PER DIEM BASIS AS OF THE CLOSING DATE AND ANY AD VALOREM TAXES, INCLUDING
PERSONAL PROPERTY TAXES, AND ASSESSMENTS AND OTHER TAXES, IF ANY, ON AND WITH
RESPECT TO THE ACQUIRED ASSETS, WITH SELLER REMAINING LIABLE TO THE EXTENT SUCH
RELATE TO ANY TIME PERIOD UP TO THE CLOSING DATE AND BUYER BEING LIABLE TO THE
EXTENT SUCH TAXES RELATE TO PERIODS ON AND AFTER THE CLOSING DATE.
IN ADDITION,
BUYER AGREES TO CREDIT SELLER IN AN AMOUNT EQUAL TO THE SECURITY DEPOSITS FOR
OFFICE LEASES LISTED ON SCHEDULE 1.1(D).
TO THE EXTENT POSSIBLE, THE NET AMOUNT
OF ALL SUCH PRORATIONS AND CREDITS WILL BE SETTLED IN CASH AS OF THE CLOSING
DATE.
IF THE ACTUAL EXPENSE OF ANY OF THE ABOVE ITEMS FOR THE BILLING PERIOD
DURING WHICH SAID DATE FALLS IS NOT KNOWN ON SAID DATE, THE PRORATIONS SHALL BE
MADE BASED ON THE EXPENSE INCURRED IN THE PREVIOUS BILLING CYCLE, FOR EXPENSES
BILLED LESS OFTEN THAN QUARTERLY, AND ON THE AVERAGE EXPENSE INCURRED IN THE
PRECEDING THREE (3) BILLING PERIODS FOR EXPENSES BILLED QUARTERLY OR MORE
OFTEN.
TO THE EXTENT THAT ANY INCOME, CHECKS, WIRE TRANSFERS OR OTHER FUNDS
(FOR FEES, COMMISSIONS, DEPOSITS, ETC.) ARE RECEIVED BY EITHER BUYER OR SELLER
FOR PERIODS RELATING TO OR FOR MORTGAGE LOANS CLOSED ON OR AFTER THE CLOSING
DATE, EACH PARTY AGREES TO PROMPTLY PAY OR REIMBURSE THE PARTY THAT INCURRED THE
EXPENSE FOR SAME OR ENDORSE SUCH CHECKS OR FUNDS TO SUCH PARTY.
2.5
TAXES AND EXPENSES.
EACH PARTY WILL BE
RESPONSIBLE FOR ITS OWN COSTS ASSOCIATED WITH THE CONSUMMATION OF THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO BROKER, FINDER AND INVESTMENT BANKER
FEES, ACCOUNTING EXPENSES, AND CONSULTING CHARGES. ALL APPLICABLE TAXES, COSTS
AND FEES RELATING TO THE TRANSFER OF TITLE TO THE ACQUIRED ASSETS SHALL BE PAID
ONE-HALF BY BUYER AND ONE-HALF BY THE SELLER.
2.6
ALLOCATION.
THE PARTIES AGREE TO ALLOCATE
THE PURCHASE PRICE AMONG THE ACQUIRED ASSETS FOR TAX PURPOSES IN ACCORDANCE WITH
AN ALLOCATION SCHEDULE AGREED TO BY THE PARTIES ON OR BEFORE THE CLOSING DATE.
2.7
CLOSING.
THE CLOSING SHALL OCCUR BY
TELEPHONE WITH DELIVERIES OF CLOSING DOCUMENTS BY FEDERAL