IS REQUIRED.
IN THE EVENT (A) AN ASSIGNED CONTRACT EITHER DOES NOT PERMIT OR
EXPRESSLY PROHIBITS THE ASSIGNMENT BY SELLER OF ITS RIGHTS AND OBLIGATIONS
THEREUNDER, OR (B) SELLER HAS NOT OBTAINED THE NECESSARY CONSENTS TO ASSIGNMENT
FROM ALL PARTIES TO ANY ASSIGNED CONTRACT PRIOR TO THE EFFECTIVE DATE, OR (C)
DIRECT ASSUMPTION OF ANY ASSIGNED CONTRACT IS NOT PRACTICAL, BUYER SHALL FULFILL
SUCH ASSIGNED CONTRACT AND SHALL ASSUME THE OBLIGATIONS AND LIABILITIES OF SUCH
ASSIGNED CONTRACT ACCRUING AFTER THE CLOSING FOR AND ON BEHALF OF SELLER BUT FOR
THE ACCOUNT OF BUYER AND SELLER SHALL COOPERATE WITH BUYER IN ANY REASONABLE
ARRANGEMENTS DESIGNED TO PROVIDE FOR BUYER THE BENEFITS UNDER SUCH ASSIGNED
CONTRACTS ACCRUING AFTER THE CLOSING INCLUDING THE ENFORCEMENT FOR THE BENEFIT
AND AT THE EXPENSE OF BUYER OF ANY
9
RIGHTS COMPARABLE TO THE RIGHTS PREVIOUSLY ENJOYED BY SELLER IN CONNECTION WITH
SUCH ASSIGNED CONTRACTS.
SECTION 3
PURCHASE PRICE
3.1
CLOSING PAYMENT.
IN CONSIDERATION FOR THE TRANSFER OF THE
PURCHASED ASSETS, BUYER SHALL PAY TO SELLER THE FOLLOWING AMOUNTS (THE "PURCHASE
PRICE"):
(A)
CASH PAYMENT.
SUBJECT TO THE PROVISIONS OF SECTION 3.2 BELOW, ON
APRIL 2, 2007, BUYER SHALL PAY TO SELLER THE SUM OF SEVEN HUNDRED FIFTY THOUSAND
AND 00/100 DOLLARS ($750,000.00) (THE "CASH PAYMENT") IN THE FORM OF A WIRE
TRANSFER TO AN ACCOUNT OF SELLER DESIGNATED IN WRITING BY SELLER; PROVIDED,
HOWEVER, THE CASH PAYMENT SHALL BE REDUCED BY THE AMOUNT OF THE NON-CURRENT
ACCOUNTS PAYABLE OF SELLER ASSUMED BY BUYER PURSUANT TO SECTION 3.4(A)(2); AND
(B)
ASSUMPTION OF LIABILITIES.
UPON THE EFFECTIVE DATE, BUYER SHALL
EXECUTE AND DELIVER AN AGREEMENT (THE "ASSIGNMENT AND ASSUMPTION AGREEMENT") IN
FORM AND CONTENT AS PROVIDED FOR IN SECTION 4.2(A)(1) OBLIGATING BUYER TO ASSUME
SELLER'S OBLIGATIONS WITH REGARD TO THE ASSUMED LIABILITIES AS DEFINED IN
SECTION 3.4(A) BELOW.
3.2
PURCHASE PRICE ADJUSTMENT.
(A)
AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN THIRTY (30) DAYS
FOLLOWING THE CLOSING, SELLER SHALL PREPARE A BALANCE SHEET OF THE BUSINESS AS
OF THE CLOSING (THE "CLOSING BALANCE SHEET") AND A CALCULATION OF THE WORKING
CAPITAL OF THE BUSINESS AS OF THE CLOSING BASED ON THE CLOSING BALANCE SHEET
(THE "CLOSING WORKING CAPITAL" AND, TOGETHER WITH THE CLOSING BALANCE SHEET, THE
"CLOSING FINANCIAL DATA").
THE CLOSING BALANCE SHEET SHALL BE PREPARED IN
ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED WITH THE MANNER IN WHICH SELLER'S
MOST RECENT FINANCIAL STATEMENTS WERE PREPARED.
(B)
SELLER SHALL DELIVER A COPY OF THE CLOSING FINANCIAL DATA TO BUYER
PROMPTLY AFTER IT HAS BEEN PREPARED.
AFTER RECEIPT OF THE CLOSING FINANCIAL
DATA, BUYER SHALL HAVE FIFTEEN (15) DAYS TO REVIEW THE CLOSING FINANCIAL DATA.
BUYER AND ITS AUTHORIZED REPRESENTATIVES SHALL HAVE REASONABLE ACCESS DURING
NORMAL BUSINESS HOURS TO ALL RELEVANT BOOKS AND RECORDS OF SELLER TO THE EXTENT
REQUIRED TO COMPLETE THEIR REVIEW OF THE CLOSING FINANCIAL DATA.
UNLESS BUYER
DELIVERS WRITTEN NOTICE TO SELLER ON OR PRIOR TO THE THIRTIETH (30TH) DAY AFTER
BUYER'S RECEIPT OF THE CLOSING FINANCIAL DATA SPECIFYING IN REASONABLE DETAIL
THE AMOUNT,