EMPLOYEE BONUS AMOUNT"), SHALL BE PAID TO THE
SELLERS, PRO-RATA IN ACCORDANCE WITH THE ALLOCATION OF THE PERCENTAGE MEMBERSHIP
INTEREST HELD BY EACH SELLER AS SET FORTH IN SCHEDULE A.
PAYMENT TO THE SELLERS
OF THE FORFEITED EMPLOYEE BONUS AMOUNT SHALL BE MADE IN ACCORDANCE WITH THE
BONUS PLAN/DOCUMENTS ESCROW AGREEMENT.
THE SELLERS SHALL NOT MAKE ANY PAYMENTS
FROM THE FORFEITED EMPLOYEE BONUS AMOUNTS TO CURRENT OR FORMER EMPLOYEES OF THE
COMPANY AFTER THE CLOSING.
1.5.
TAXES; WITHHOLDING.
PURCHASER, THE COMPANY AND THE ESCROW
AGENT SHALL EACH BE ENTITLED TO DEDUCT AND WITHHOLD FROM THE CASH OTHERWISE
DELIVERABLE UNDER THIS AGREEMENT, AND FROM ANY OTHER PAYMENTS OTHERWISE REQUIRED
PURSUANT TO THIS AGREEMENT SUCH AMOUNTS AS IT IS REQUIRED TO DEDUCT AND WITHHOLD
WITH RESPECT TO ANY SUCH DELIVERIES AND PAYMENTS UNDER THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED OR ANY PROVISION OF STATE, LOCAL, PROVINCIAL OR FOREIGN TAX
LAW AND TO REQUEST ANY NECESSARY TAX FORMS, INCLUDING IRS FORM W-9 OR THE
APPROPRIATE SERIES OF FORM W-8, AS APPLICABLE, OR ANY OTHER PROOF OF EXEMPTION
FROM WITHHOLDING OR ANY SIMILAR INFORMATION, FROM THE SELLERS AND ANY OTHER
RECIPIENT OF ANY PAYMENT HEREUNDER.
TO THE EXTENT THAT AMOUNTS ARE SO WITHHELD,
SUCH WITHHELD AMOUNTS SHALL BE TREATED FOR ALL PURPOSES OF THIS AGREEMENT AS
HAVING BEEN DELIVERED AND PAID TO SUCH RECIPIENTS IN RESPECT OF WHICH SUCH
DEDUCTION AND WITHHOLDING WAS MADE.
1.6.
MANNER OF PAYMENT. THE PURCHASE PRICE SHALL BE PAID IN U.S.
DOLLARS. THE ESCROW AGENT SHALL BE INSTRUCTED TO TRANSFER THE PURCHASE PRICE BY
WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO SUCH BANK ACCOUNTS THE DETAILS
OF WHICH SHALL BE PROVIDED BY EACH OF THE SELLERS TO THE ESCROW AGENT, IN
ACCORDANCE WITH THE BONUS PLAN/DOCUMENTS ESCROW AGREEMENT.
2.
CLOSING.
2.1.
CLOSING DATE.
UNLESS THIS AGREEMENT IS EARLIER TERMINATED IN
ACCORDANCE WITH SECTION 8, THE DELIVERY BY THE PURCHASER OF THE PURCHASE PRICE
(SUBJECT TO ADJUSTMENTS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 1.2.2) AND
THE EMPLOYEE BONUS AMOUNT TO THE ESCROW AGENT AND PURCHASER'S ADMISSION TO THE
COMPANY AS THE SOLE MEMBER THEREOF (THE "CLOSING") AND ALL OTHER ACTIONS
SPECIFIED IN THIS AGREEMENT TO OCCUR AT THE CLOSING, SHALL TAKE PLACE AT THE
OFFICES OF MONTGOMERY & CO., LLC, 100 WILSHIRE BLVD., SUITE 400, SANTA MONICA,
CA 90401, ON THE DATE SPECIFIED BY PURCHASER WHICH WILL BE NO LATER THAN THE
FIFTH BUSINESS DAY AFTER THE DATE ON WHICH THE LAST OF THE CONDITIONS SET FORTH
IN SECTION 7 HAS BEEN SATISFIED OR WAIVED (IF PERMISSIBLE) (OTHER THAN THOSE
CONDITIONS THAT BY THEIR NATURE ARE TO BE
satisfied at the Closing, but subject to the satisfaction or waiver of those
conditions) or at such other time and place as Purchaser and the Sellers
Representative shall agree. The date on which the Closing occurs is herein
referred to as the "Closing Date". All transactions to occur at the Closing
shall be deemed to take place simultaneously, and no transaction shall be deemed
to have been completed