TO ACT IN THE NAME OF THE SELLERS WITH RESPECT THERETO.
SUCH POWER OF ATTORNEY
SHALL BE COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
THE POWER OF
ATTORNEY GRANTED TO THE BUYER PURSUANT TO THIS SECTION WILL EXPIRE UPON THE
ACTUAL ASSIGNMENT OF THE POST-CLOSING ASSIGNED CONTRACTS TO THE BUYER, AT WHICH
TIME SUCH POST-CLOSING ASSIGNED CONTRACTS WILL CONSTITUTE AN ASSIGNED CONTRACT
AND AN ACQUIRED ASSET OF THE BUYER AS DESCRIBED IN SECTION 1.1(A). THE SELLERS
AGREE TO REMIT PROMPTLY TO THE BUYER ALL COLLECTIONS OR PAYMENTS RECEIVED BY
EITHER SELLER IN RESPECT OF ALL SUCH POST-CLOSING ASSIGNED CONTRACTS PURSUANT TO
THIS SECTION, AND SHALL HOLD ALL SUCH COLLECTIONS OR PAYMENTS IN TRUST FOR THE
BENEFIT OF, AND PROMPTLY PAY THE SAME OVER TO, THE BUYER; PROVIDED, HOWEVER,
THAT NOTHING HEREIN SHALL CREATE OR PROVIDE ANY RIGHTS OR BENEFITS IN OR TO
THIRD PARTIES.
(D)
NOTHING IN THIS SECTION 1.7 SHALL BE DEEMED TO MODIFY IN ANY
RESPECT ANY OF THE SELLERS' REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN OR BE
DEEMED TO CONSTITUTE AN AGREEMENT TO EXCLUDE FROM THE ACQUIRED ASSETS ANY ASSETS
DESCRIBED UNDER SECTION 1.1.
1.8
FURTHER ASSURANCES.
AT ANY TIME AND FROM TIME TO TIME AFTER THE
CLOSING, AT THE REQUEST OF A PARTY AND WITHOUT FURTHER CONSIDERATION, THE
PARTIES WILL EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS OF SALE, TRANSFER,
CONVEYANCE, ASSIGNMENT AND CONFIRMATION, AND WILL TAKE SUCH FURTHER ACTION, AS
MAY BE REASONABLY REQUESTED IN ORDER TO MORE EFFECTIVELY TRANSFER, CONVEY AND
ASSIGN TO THE BUYER, AND TO CONFIRM THE BUYER'S TITLE IN AND TO, THE ACQUIRED
ASSETS AND THE BUYER PARTIES' ASSUMPTION OF THE ASSUMED LIABILITIES, AND EACH OF
THE PARTIES SHALL EXECUTE SUCH OTHER DOCUMENTS AND TAKE SUCH FURTHER ACTION AS
MAY BE REASONABLY REQUIRED OR DESIRABLE TO CARRY OUT THE PROVISIONS OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
1.9
TRANSFER TAXES.
ALL SALES (INCLUDING, WITHOUT LIMITATION, BULK
SALES), TRANSFER AND SIMILAR TAXES, IF ANY, PAYABLE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SPLIT BY BUYER AND THE SELLERS.
7
ARTICLE II
PURCHASE PRICE
2.1
PURCHASE PRICE.
THE PURCHASE PRICE FOR THE ACQUIRED ASSETS (THE
"PURCHASE PRICE") SHALL BE $1,400,000, SUBJECT TO ADJUSTMENT AS SET FORTH BELOW
IN THIS SECTION.
AT THE CLOSING, THE BUYER SHALL PAY OR CAUSE TO BE PAID TO THE
SELLERS $600,000 BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO A UNITED
STATES BANK ACCOUNT DESIGNATED BY THE SELLERS TO THE BUYER IN WRITING AND
DELIVER TO THE SELLERS A ONE-YEAR PROMISSORY NOTE OF THE BUYER PARTIES WITH
INTEREST AT THE RATE OF 6% PER ANNUM (THE "NOTE") IN THE PRINCIPAL AMOUNT OF
$800,000.
THE NOTE SHALL BE IN THE FORM SET FORTH ON EXHIBIT A ATTACHED
HERETO.
THE PORTION OF THE PURCHASE PRICE PAYABLE AT CLOSING SHALL BE REDUCED
BY THE AMOUNT BY WHICH THE BUYER AND THE SELLERS AGREE THAT THAT THE ACCOUNTS
RECEIVABLE AS OF THE CLOSING THAT ARE INCLUDED IN THE ACQUIRED ASSETS ARE LESS
THAN $800,000.
THE ACCOUNTS RECEIVABLE AS