MADE BY OR TO SELLERS PURSUANT TO THIS SECTION 2.5(C) SHALL BE MADE BY
OR TO EACH SELLER, AS APPLICABLE, IN PROPORTION TO THE CASH CONSIDERATION
RECEIVED BY SUCH SELLER AT CLOSING AS SET FORTH IN SECTION 2.2(A).
ALL PAYMENTS
TO BE MADE UNDER THIS SECTION 2.5(C) SHALL BE MADE BY WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FUNDS, TOGETHER WITH INTEREST, AT A RATE EQUAL TO THE
PRIME RATE AS REPORTED IN THE WALL STREET JOURNAL ON THE CLOSING DATE (PROVIDED
THAT SUCH INTEREST RATE SHALL BE RESET AS OF THE FIRST DAY OF EACH CALENDAR
QUARTER IF THE PRIME RATE HAS CHANGED, UNTIL THE CLOSING BALANCE SHEET BECOMES
FINAL), PLUS ONE PERCENT (1%), ON THE AMOUNT SO PAID FROM THE CLOSING DATE TO
THE DATE OF PAYMENT.
(D)
BOOKS AND RECORDS.
DURING THE PERIOD OF
TIME FROM AND AFTER THE DELIVERY OF THE CLOSING BALANCE SHEET TO SELLERS THROUGH
THE FINAL DETERMINATION OF THE CLOSING BALANCE SHEET, SELLERS AND/OR THEIR
AUTHORIZED REPRESENTATIVES SHALL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS
AND UPON REASONABLE PRIOR NOTICE, TO EXAMINE AND HAVE COPIES OF THOSE BOOKS AND
RECORDS OF THE COMPANY RELEVANT TO THE PREPARATION OF THE CLOSING BALANCE SHEET,
AND MAY HAVE REASONABLE ACCESS TO EMPLOYEES OF THE COMPANY DIRECTLY INVOLVED IN
PREPARING THE CLOSING BALANCE SHEET FOR PURPOSES OF ASKING QUESTIONS RELATING
THERETO.
SUCH RIGHTS OF ACCESS SHALL BE EXERCISED IN A MANNER THAT DOES NOT
UNREASONABLY INTERFERE WITH THE OPERATIONS OF BUYER OR THE COMPANY.
21
2.6
PRINCIPAL AMOUNT OF SUBORDINATED CONTINGENT
NOTES AND DEFERRED PURCHASE PRICE.
(A)
DEFERRED PURCHASE PRICE PAYMENT.
BUYER
SHALL MAKE DEFERRED PURCHASE PRICE PAYMENTS TO SELLERS IN AN AGGREGATE AMOUNT
NOT TO EXCEED THE MAXIMUM DEFERRED PURCHASE PRICE AMOUNT AS AND TO THE EXTENT,
IF ANY, PROVIDED IN ACCORDANCE WITH SECTIONS 2.6(D) AND (E).
ANY DEFERRED
PURCHASE PRICE PAYMENTS DUE TO SELLERS PURSUANT TO THIS SECTION 2.6 SHALL BE
PAID TO SELLERS (OR THEIR DESIGNEES), WITHIN THREE (3) BUSINESS DAYS FOLLOWING
THE DATE THAT THE PAYMENT STATEMENT BECOMES FINAL AND BINDING UPON BUYER AND
SELLERS, AS DETERMINED IN SECTION 2.6(B), BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO AN ACCOUNT DESIGNATED IN WRITING BY EACH SELLER IN ACCORDANCE
WITH THE TERMS OF SECTION 2.6(B).
BUYER SHALL NOT BE OBLIGATED TO PAY INTEREST
ON THE DEFERRED PURCHASE PRICE AND SHALL REPORT THE PAYMENT OF THE DEFERRED
PURCHASE PRICE PAYMENTS AS A PART OF THE PURCHASE PRICE FOR ALL FEDERAL, STATE
AND LOCAL TAX PURPOSES, AND BUYER AND SELLERS SHALL FILE THEIR TAX RETURNS
ACCORDINGLY.
(B)
PAYMENT STATEMENT.
WITHIN FIVE (5) BUSINESS
DAYS AFTER THE ORIGINALLY SCHEDULED FILING DATE FOR EMRISE'S FORM 10-Q WITH THE
SECURITIES AND EXCHANGE COMMISSION COVERING THE QUARTERLY PERIOD DURING WHICH
THE APPLICABLE MEASUREMENT PERIOD ENDS, THE COMPANY (ON BEHALF OF THE BUYER)
SHALL DELIVER TO SELLERS A WRITTEN STATEMENT (THE "PAYMENT STATEMENT"),
INCLUDING SUPPORTING DOCUMENTATION, SETTING FORTH FOR SUCH MEASUREMENT PERIOD
(I) OPERATING INCOME, (II) THE AGGREGATE PRINCIPAL AMOUNT OF THE SUBORDINATED
CONTINGENT NOTES, IF ANY, AND (III) THE AMOUNT OF