AGREEMENT.
SECTION 1.5
PURCHASE PRICE ADJUSTMENTS AT
CLOSING.
(A)
CLOSING STATEMENT.
AT THE CLOSING, SELLER AND
PURCHASER WILL EXECUTE AND DELIVER A CLOSING STATEMENT IN THE FORM ATTACHED
HERETO AS EXHIBIT A (THE "CLOSING STATEMENT") SETTING FORTH ANY INCREASE,
DECREASE OR OTHER ADJUSTMENT TO THE PURCHASE PRICE REQUIRED BY THIS AGREEMENT AT
THE TIME OF CLOSING, ALONG WITH THE RESULTING AMOUNT OF THE PURCHASE PRICE TO BE
PAID AT CLOSING, AND ANY OTHER MATTERS THE PARTIES AGREE TO SET FORTH THEREIN.
IN CONNECTION WITH PREPARING THE CLOSING STATEMENT, SELLER SHALL CAUSE THE
COMPANY TO PROVIDE THE INFORMATION NECESSARY FOR SELLER AND PURCHASER TO JOINTLY
VERIFY THE ACCURACY OF THE NUMBER OF BILLING UNITS AT THE CUT-OFF TIME.
(B)
BILLING UNITS; CLOSING DATE TRUE-UP.
(I)
TO THE EXTENT THE AGGREGATE NUMBER OF
BILLING UNITS AT THE CUT-OFF TIME IS GREATER THAN OR LESS THAN 208,000, THE
PURCHASE PRICE WILL BE ADJUSTED ON A DOLLAR-FOR-DOLLAR BASIS ON THE CLOSING DATE
AS FOLLOWS:
(A)
INCREASED.
THE PURCHASE PRICE WILL BE
INCREASED, IN THE EVENT THE NUMBER OF BILLING UNITS IS GREATER THAN 208,000, BY
THE PRODUCT OF (A) $58.41, MULTIPLIED BY (B) THE DIFFERENCE BETWEEN 208,000 AND
THE ACTUAL NUMBER OF BILLING UNITS; OR
(B)
REDUCED.
SUBJECT TO SECTION 1.5(B)(II), THE
PURCHASE PRICE WILL BE REDUCED, IN THE EVENT THE NUMBER OF BILLING UNITS IS LESS
THAN 208,000, BY THE PRODUCT OF (A) $58.41 PER UNIT, MULTIPLIED BY (B) THE
DIFFERENCE BETWEEN 208,000 AND THE ACTUAL NUMBER OF BILLING UNITS.
(II)
THE PURCHASE PRICE SHALL NOT BE REDUCED AT
THE TIME OF THE CLOSING TO AN AMOUNT LESS THAN $12,000,000.00 PURSUANT TO
SECTION 1.5(B)(I)(B).
(C)
PAY-OFF OF LEASED VEHICLES.
SCHEDULE 1.5(C) SETS FORTH A TRUE, ACCURATE AND COMPLETE LIST (INCLUDING YEAR,
MAKE, MODEL AND VEHICLE IDENTIFICATION NUMBER) OF ALL THE VEHICLES LEASED BY
SELLER (FOR USE BY THE COMPANY) FROM EMKAY, INC. UNDER THE MATERIAL
5
LEASES (AS DEFINED IN SECTION 2.19(A)(IV) BELOW) THAT ARE VEHICLE LEASES (THE
"LEASED VEHICLES").
ON OR BEFORE THE CLOSING DATE, SELLER WILL FULLY PAY-OFF
THE MATERIAL LEASES COVERING THE LEASED VEHICLES AND HAVE GOOD AND VALID TITLE
TO THEM.
ON THE CLOSING DATE, THE LEASED VEHICLES WILL BE IN THE POSSESSION OF
THE COMPANY AT EITHER ITS OFFICES IN WESTMINSTER, COLORADO OR DALLAS, TEXAS, OR
IN THE POSSESSION OF A COMPANY EMPLOYEE IN VIRGINIA BEACH, VIRGINIA.
IN
CONSIDERATION FOR THE PAYMENT OF THE PURCHASE PRICE, SELLER HEREBY SELLS THE
LEASED VEHICLES TO THE COMPANY AND THE COMPANY ACQUIRES THE LEASED VEHICLES FROM
SELLER.
WITHIN FIFTEEN (15) DAYS FOLLOWING THE CLOSING, SELLER WILL DELIVER TO
THE COMPANY THE ORIGINAL CERTIFICATES OF TITLE (OR OTHER EQUIVALENT
DOCUMENTATION OF OWNERSHIP OF THE LEASED VEHICLES), DULY ENDORSED FOR TRANSFER
TO THE COMPANY AND FILING WITH THE APPLICABLE GOVERNMENTAL BODY.
THE LEASED
VEHICLES MUST BE FREE AND CLEAR OF ALL LIENS WITHIN FIFTEEN (15) DAYS FOLLOWING
THE CLOSING DATE.
(D)
PAY-OFF OF LEASED COMPUTER EQUIPMENT.
SCHEDULE 1.5(D) SETS FORTH A TRUE, ACCURATE AND COMPLETE LIST OF ALL THE
COMPUTER EQUIPMENT LEASED