PROVIDED IN THIS
SECTION 2.1(C), PURCHASER SHALL NOT ASSUME ANY LIABILITY OR OBLIGATION OF SELLER
RELATING TO THE TRANSFERRED BUSINESS OR THE TRANSFERRED ASSETS, REGARDLESS OF
WHETHER OR NOT A CLAIM HAS ARISEN AS OF THE CLOSING DATE, INCLUDING, WITHOUT
LIMITATION, ANY LIABILITY RESULTING FROM ANY CONTENT, INCLUDING ANY THIRD PARTY
OR ADVERTISER CONTENT (WHETHER PREPARED SOLELY BY SUCH THIRD PARTY OR ADVERTISER
OR WITH THE ASSISTANCE OF SELLER) ON THE WEBSITES PRIOR TO THE CLOSING DATE,
EXCEPT THAT PURCHASER SHALL ASSUME ALL OF SELLER'S LIABILITIES AND OBLIGATIONS
SET FORTH ON SCHEDULE 2.1(C), INCLUDING THOSE WHICH ARISE AFTER THE CLOSING
PURSUANT TO THE ASSUMED CONTRACTS.
THE LIABILITIES ASSUMED BY SELLER PURSUANT
TO THIS SECTION 2.1(C) ARE COLLECTIVELY REFERRED TO HEREIN AS THE "ASSUMED
LIABILITIES").
(D)
RESERVATION OF RIGHTS.
NOTHING CONTAINED HEREIN, OTHER THAN THE
AGREEMENTS CONTAINED IN SECTION 5.7 (NON-COMPETE). SHALL PROHIBIT SELLER FROM
AND SELLER RESERVES THE RIGHT TO RETAIN AND CONTINUE TO USE ANY ASSETS THAT ARE
NOT TRANSFERRED ASSETS, INCLUDING, BUT NOT LIMITED TO, ALL DATABASES OF VENDORS,
SUPPLIERS, SUBSCRIBERS, CUSTOMERS,
7
REGISTRANTS, INDUSTRY EXPERTS, PARTNERS, SPONSORS, ENDORSERS, USERS (INCLUDING
FEEDLOT OWNERS AND RANCHERS) IN THE CONDUCT OF ITS BUSINESSES WHICH ARE NOT
TRANSFERRED BUSINESSES HEREUNDER.
(E)
2.2
CLOSING.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
THE CLOSING (THE "CLOSING") OF THE PURCHASE AND SALE OF THE TRANSFERRED ASSETS
AND ASSUMPTION OF THE ASSUMED LIABILITIES AND THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY (COLLECTIVELY, THE "TRANSACTIONS") SHALL TAKE PLACE
SIMULTANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT, AT THE OFFICES OF WILDMAN,
HARROLD, ALLEN & DIXON, LLP, 225 WEST WACKER DR., CHICAGO, IL 60606.
THE
CLOSING SHALL OCCUR ON JULY 15, 2008 (THE "CLOSING DATE") AT 10:00 A.M. OR AT
SUCH OTHER TIME OR PLACE AS AGREED BY THE PARTIES.
2.3
PURCHASE PRICE.
THE TOTAL CASH CONSIDERATION PAYABLE BY PURCHASER
TO SELLER ON THE CLOSING DATE FOR THE TRANSFERRED ASSETS SHALL BE AN AMOUNT
EQUAL TO $800,000.00 (THE "PURCHASE PRICE").
THE PURCHASE PRICE, LESS
$25,000.00, THE AMOUNT PAID BY PURCHASER TO SELLER AS A NON-REFUNDABLE DEPOSIT
ON JUNE 24, 2008, AND, LESS THE HOLDBACK AMOUNT (SUCH NET AMOUNT, THE "CLOSING
DATE PAYMENT AMOUNT") SHALL BE PAID BY PURCHASER TO SELLER ON THE CLOSING DATE,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
2.4
RESERVED.
2.5
HOLDBACK AMOUNT.
(A)
SUBJECT TO ANY REDUCTIONS IN THE HOLDBACK AMOUNT MADE IN
ACCORDANCE WITH SECTION 7.4 HEREOF, NO LATER THAN JANUARY 15, 2009, PURCHASER
SHALL PAY TO SELLER THE REMAINING HOLDBACK AMOUNT.
PURCHASER HEREBY AGREES TO
MAINTAIN THE HOLDBACK AMOUNT IN AN INTEREST BEARING DEPOSIT ACCOUNT IN THE NAME
OF PURCHASER WITH A FINANCIAL INSTITUTION REASONABLY AGREEABLE TO SELLER AND
PURCHASER (THE "HOLDBACK ACCOUNT").
PURCHASER HEREBY AGREES THAT INTEREST ON
FUNDS IN THE HOLDBACK ACCOUNT SHALL ACCRUE FOR THE BENEFIT OF THE SELLER,
SUBJECT TO THE TERMS OF THIS AGREEMENT, AT A RATE OF INTEREST NOT LESS THAN THE
PRIME RATE.
2.6
ALLOCATION OF PURCHASE PRICE.
THE PARTIES AGREE THAT THE CLOSING
DATE PURCHASE PRICE IS BEING PAID FOR, AND