PRICE SHALL BE
PAID AS PROVIDED IN SECTION 1.2(B)(II).
(II)
AT THE CLOSING, BUYER SHALL DELIVER, IN
EXCHANGE FOR THE PURCHASED SECURITIES, THE PURCHASE PRICE TO THE SELLER
SHAREHOLDERS IN THE AMOUNTS AS SET FORTH ON SCHEDULE 2.2 IN IMMEDIATELY
AVAILABLE FUNDS BY WIRE TRANSFER TO THE ACCOUNT OF THE SELLER SHAREHOLDERS,
DESIGNATED BY THE SELLER SHAREHOLDERS BY NOTICE TO BUYER, WHICH NOTICE SHALL BE
DELIVERED NOT LATER THAN TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE (OR IF NOT
SO DESIGNATED, THEN BY CERTIFIED OR OFFICIAL BANK CHECK PAYABLE IN IMMEDIATELY
AVAILABLE FUNDS TO THE ORDER OF THE SELLER SHAREHOLDERS IN SUCH AMOUNT).
For purposes of this agreement, "Estimated Working Capital Adjustment" shall be
equal to an amount, which may be negative, obtained by subtracting the Target
Working Capital from the Estimated Working Capital (as defined below), and
"Estimated Working Capital" shall be equal to the anticipated Working Capital of
the Company as of the Closing Date, as determined in accordance with
Section 1.3.
(III)
AT THE CLOSING, BUYER SHALL DELIVER TO THE
PAYEES OF ALL DEBT PAYOFF AMOUNTS WHICH ARE REQUIRED TO BE PAID BY THE COMPANY
AS OF THE CLOSING DATE AND WHICH HAS REDUCED THE PURCHASE PRICE (AS SPECIFIED IN
A PAYOFF LETTER OR SIMILAR LETTERS DELIVERED BY THE COMPANY TO BUYER BEFORE THE
CLOSING DATE) AN AMOUNT TO PAY ALL SUCH DEBT PAYOFF AMOUNTS, IF ANY, WITH THE
RESULT THAT FOLLOWING THE CLOSING THERE WILL BE NO FURTHER MONETARY OBLIGATIONS
OF THE COMPANY WITH RESPECT TO ANY DEBT PAYOFF AMOUNTS.
ALL AMOUNTS PAYABLE IN
CASH TO THE SELLER SHAREHOLDERS AT CLOSING SHALL BE PAID IN IMMEDIATELY
AVAILABLE FUNDS, EITHER BY WIRE TRANSFER TO ONE OR MORE ACCOUNTS DESIGNATED IN
WRITING BY THE COMPANY OR BY BANK CHECK ISSUED BY A BANK APPROVED BY THE
COMPANY, AT THE COMPANY'S ELECTION.
FOR THE AVOIDANCE OF ANY DOUBT, PAYMENTS
MADE WITH RESPECT TO ALL DEBT PAYOFF AMOUNTS TO THE EXTENT PAID IN ACCORDANCE
WITH SECTION 1.2 OF THIS AGREEMENT SHALL BE TREATED AS A REDUCTION IN THE
PURCHASE PRICE TO THE SELLER SHAREHOLDERS FOR TAX PURPOSES.
(C)
IN ADDITION TO THE FOREGOING, AS
APPLICABLE, THE SELLER SHAREHOLDERS SHALL DELIVER TO BUYER OR ONE OR MORE OF ITS
DESIGNEES SUCH DEEDS, BILLS OF SALE, ENDORSEMENTS, CONSENTS, ASSIGNMENTS AND
OTHER GOOD AND SUFFICIENT INSTRUMENTS OF CONVEYANCE AND ASSIGNMENT AS BUYER
SHALL DEEM REASONABLY NECESSARY TO VEST IN BUYER OR ONE OR MORE OF THEIR
DESIGNEES ALL RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE PURCHASED
SECURITIES IN THE MANNER DESCRIBED HEREIN FREE AND CLEAR OF ALL LIENS AND IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BUYER.
(D)
ON THE DATE OF CLOSING, BUYER SHALL WITHHOLD
FROM THE PURCHASE PRICE THE AMOUNT OF SEVEN HUNDRED AND THIRTY THOUSAND DOLLARS
($730,000.00) (THE "HOLDBACK AMOUNT") SUBJECT TO ADJUSTMENT PURSUANT TO
SECTION 1.5 AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE HOLDBACK
AMOUNT SHALL BE HELD FOR THE PURPOSE OF THE PAYMENT TO BUYER OF THE FINAL
WORKING CAPITAL ADJUSTMENT AMOUNT