AND PAID AS FOLLOWS:
(I) IF THE FINAL INVENTORY SHALL BE LESS THAN
THE INVENTORY AMOUNT SET FORTH IN THE ESTIMATED INVENTORY STATEMENT, SELLERS
SHALL PAY TO BUYERS THE ABSOLUTE VALUE OF THE DIFFERENCE BETWEEN SUCH AMOUNTS;
OR (II) IF THE FINAL INVENTORY SHALL BE GREATER THAN THE INVENTORY AMOUNT SET
FORTH IN THE ESTIMATED INVENTORY STATEMENT, BUYERS SHALL PAY TO SELLERS THE
ABSOLUTE VALUE OF THE DIFFERENCE BETWEEN SUCH AMOUNTS.
(C)
PRICE ADJUSTMENT RELATED TO INTERIM SALES DECLINE.
IN THE EVENT
THAT THE TOTAL SALES OF THE BUSINESS IN THE UNITED STATES FOR ANY CONSECUTIVE
THREE-MONTH PERIOD BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE ARE
LESS THAN $3,000,000 IN THE AGGREGATE, THEN THE PURCHASE PRICE PAYABLE UNDER
THIS AGREEMENT SHALL BE ADJUSTED DOWNWARD BY AN AMOUNT EQUAL TO $5,000,000.
(D)
PAYMENT METHOD.
ALL PAYMENTS UNDER THIS AGREEMENT WILL BE MADE BY
WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH ACCOUNT AS WILL BE
SPECIFIED BY THE PARTY TO RECEIVE SUCH PAYMENT NOT LESS THAN TWO (2) BUSINESS
DAYS BEFORE THE DATE THE PAYMENT IS TO BE MADE.
(E)
RELEASE OF ENCUMBRANCES.
AT THE CLOSING, SELLERS SHALL DELIVER TO
BUYERS WRITTEN EVIDENCE OF FULL RELEASES BY THIRD PARTIES OF ANY AND ALL
ENCUMBRANCES (OTHER THAN PERMITTED ENCUMBRANCES) AGAINST THE TRANSFERRED ASSETS
IN A FORM REASONABLY SATISFACTORY TO BUYERS.
(F)
ALLOCATION OF PURCHASE PRICE; INDIVIDUAL SALES AND PURCHASES.
(I)
SELLERS AND BUYERS AGREE THAT THE PURCHASE PRICE SHALL BE
ALLOCATED IN ACCORDANCE WITH THE RULES UNDER SECTION 1060 OF THE CODE AND THE
TREASURY REGULATIONS PROMULGATED THEREUNDER.
SUCH ALLOCATION SHALL BE
DETERMINED AS SET FORTH BELOW (THE "FINAL PURCHASE PRICE ALLOCATION").
SELLERS
AND BUYERS AGREE TO ACT IN ACCORDANCE WITH THE COMPUTATIONS AND ALLOCATIONS AS
DETERMINED PURSUANT TO THIS SECTION 1.2(F) IN ANY RELEVANT TAX RETURNS OR
FILINGS, INCLUDING ANY FORMS OR REPORTS REQUIRED TO BE FILED PURSUANT TO
SECTION 1060 OF THE CODE, THE TREASURY REGULATIONS PROMULGATED THEREUNDER OR ANY
PROVISIONS OF LAW (AS DEFINED BELOW), AND TO COOPERATE IN THE PREPARATION OF ANY
SUCH FORMS AND TO FILE SUCH FORMS IN THE MANNER REQUIRED BY APPLICABLE LAW.
11
(II)
THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY PREPARED AN
ALLOCATION METHODOLOGY SCHEDULE ATTACHED HERETO AS SCHEDULE 1.2(F)(II) (THE
"ALLOCATION METHODOLOGY").
AS SOON AS PRACTICABLE, BUT NO LATER THAN 10
CALENDAR DAYS AFTER THE FINAL INVENTORY HAS BEEN DETERMINED PURSUANT TO
SECTION 1.2(B) HEREOF, BUYERS SHALL PREPARE AND DELIVER TO SELLERS A SCHEDULE
WITH THEIR PURCHASE PRICE ALLOCATION (THE "BUYER ALLOCATION").
SUCH BUYER
ALLOCATION SHALL BE PREPARED IN ACCORDANCE WITH THE ALLOCATION METHODOLOGY.
IF
SELLERS HAVE ANY GOOD FAITH DISAGREEMENT WITH THE BUYER ALLOCATION, THEY SHALL
ADVISE BUYERS IN WRITING (AN "ALLOCATION DISPUTE NOTICE") OF SUCH DISAGREEMENT
WITHIN 30 CALENDAR DAYS OF RECEIVING THE BUYER ALLOCATION, AND SUCH DISAGREEMENT
SHALL BE RESOLVED AS SET FORTH BELOW.
IF SELLERS SHALL NOT HAVE SUBMITTED ANY
ALLOCATION DISPUTE NOTICE TO BUYERS BY THE END OF SUCH 30-DAY PERIOD, THE BUYER
ALLOCATION SHALL BE DEEMED THE FINAL PURCHASE PRICE ALLOCATION.
IF