RELATED PERSONS') OWN AGREEMENTS EXISTING WITH SUCH PERSONS; (C) ALL
COMMISSION , AGENCY FEE, AND OTHER OBLIGATIONS TO AGENTS AND OTHER THIRD PARTIES
RELATING TO THE OWNERSHIP AND OPERATION OF THE SUBJECT ASSETS, WHETHER ARISING
PRIOR TO, OR AFTER THE CLOSING DATE; AND (D) ALL OBLIGATIONS AND LIABILITIES
RELATING DIRECTLY AND EXCLUSIVELY TO ANY EXCLUDED ASSET HEREUNDER.
1.5.
PURCHASER DESIGNEES.
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE
THAT THE SUBJECT ASSETS ARE TO BE CONVEYED IN ACCORDANCE WITH ALL APPLICABLE
LAWS, RULES, REGULATIONS, ORDERS, DECISIONS OR ANY OTHER LEGAL REQUIREMENTS
WHATSOEVER (COLLECTIVELY, "LEGAL REQUIREMENTS") OF THE UNITED STATES FEDERAL
COMMUNICATIONS COMMISSION ("FCC") OR ANY OTHER LEGAL AUTHORITY IN OR OF THE
VARIOUS JURISDICTIONS COMPRISING THE TERRITORY HAVING AUTHORITY OVER ANY SUCH
SUBJECT ASSETS OR THE CONVEYANCE THEREOF.
ACCORDINGLY, THE PARTIES AGREE THAT
MTC SHALL BE ENTITLED TO DESIGNATE IN WRITING, AS THE NAMED PURCHASER UNDER THE
RELEVANT BILL OF SALE (AS HEREINAFTER DEFINED) COVERING THE PARTICULAR SUBJECT
ASSETS TO BE CONVEYED THERETO, ONE OR MORE OF ITS WHOLLY-OWNED SUBSIDIARIES
IDENTIFIED ON SCHEDULE 1.5 HERETO (EACH, A "DESIGNATED SUBSIDIARY") THAT, AS OF
THE CLOSING DATE, POSSESSES ALL AUTHORIZATIONS, APPROVALS AND QUALIFICATIONS BY
OR OF LEGAL AUTHORITIES IN OR FOR ANY RELEVANT JURISDICTION WITH THE TERRITORY
AS NECESSARY TO RECEIVE SUCH CONVEYANCE IN COMPLIANCE WITH ALL LEGAL
REQUIREMENTS THEREOF.
SIMULTANEOUSLY WITH ITS ACCEPTANCE OF AND
COUNTERSIGNATURE TO ANY SUCH BILL OF SALE, EACH PURCHASER DESIGNEE SHALL ASSUME
AND ACCEDE TO ALL RIGHTS, INTERESTS, OBLIGATIONS AND LIABILITIES APPLICABLE TO,
AND SHALL FOR ALL PURPOSES BE INCLUDED IN ALL REFERENCES IN THIS AGREEMENT TO,
PURCHASER; PROVIDED, THAT NO SUCH ASSUMPTION OR ACCESSION BY ONE OR MORE
PURCHASER DESIGNEES SHALL IN ANY WAY REDUCE, LIMIT OR IMPAIR THE COVENANTS,
OBLIGATIONS AND LIABILITIES OF MTC AS THE SPECIFIED PURCHASER HEREUNDER AT ALL
TIMES AND FOR ALL PURPOSES ON AND AFTER THE EFFECTIVE DATE, THE TIMELY AND
PROPER PAYMENT AND PERFORMANCE OF WHICH COVENANTS, OBLIGATIONS AND LIABILITIES
SHALL AT ALL SUCH TIMES AND FOR ALL SUCH PURPOSES BE AND REMAIN THE FULL AND
ABSOLUTE LEGAL RESPONSIBILITY OF MTC, AS PRINCIPAL OBLIGOR WITH RESPECT THERETO.
ARTICLE 2
EARNOUT PAYMENTS; SELLER OPTION
2.1.
PURCHASE PRICE.
IN CONSIDERATION FOR THE TRANSFER AND
CONVEYANCE OF THE SUBJECT ASSETS, PURCHASER AGREES TO PAY TO SELLER, SUBJECT TO
ADJUSTMENTS AND PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
THE
AGGREGATE SUM OF $2,634,000.00 (THE "PURCHASE PRICE") (CALCULATED AT THE RATE OF
THE REPRESENTED NUMBER TIMES $150), ADJUSTED
AND PAYABLE AS FOLLOWS:
(A)
ON THE CLOSING DATE, THERE SHALL BE PAID TO SELLER, AS AGAINST THE
PURCHASE PRICE, THE PRODUCT OF: (X)
THE ACTUAL BUSINESS LINE NUMBER, TIMES
(Y) $150, TIMES (Z) 80% (THE "INITIAL PAYMENT")
3
(B)
ON THE ATTRITION DETERMINATION DATE (AS HEREINAFTER DEFINED),
THERE SHALL BE PAID AS A FINAL PAYMENT AGAINST THE PURCHASE PRICE, THE POST
CLOSING SETTLEMENT PAYMENT, AS DEFINED AND DETERMINED IN ACCORDANCE WITH
SECTION 10.4 HEREOF.
2.2.
INITIAL DEPOSIT:
ON THE EFFECTIVE DATE OF THIS AGREEMENT,
PURCHASER SHALL PAY A $500,000 DEPOSIT AGAINST THE PURCHASE PRICE,