SUCH AMOUNT FROM THE ESCROW TO BUYER.
2.8
NONASSIGNABLE CONTRACTS.
THE COMPANY SHALL USE REASONABLE EFFORTS TO
OBTAIN ALL CONSENTS AND APPROVALS NECESSARY TO ASSIGN TO BUYER ANY CONTRACT THAT
IS INCLUDED IN THE PURCHASED ASSETS.
TO THE EXTENT THAT THE ASSIGNMENT BY THE
COMPANY TO BUYER OF ANY CONTRACT IS NOT PERMITTED OR IS NOT PERMITTED WITHOUT
THE CONSENT OF ANY OTHER PARTY TO THE CONTRACT, THIS AGREEMENT SHALL NOT BE
DEEMED TO CONSTITUTE AN ASSIGNMENT OF ANY SUCH CONTRACT IF SUCH CONSENT IS NOT
GIVEN OR IF SUCH ASSIGNMENT OTHERWISE WOULD CONSTITUTE A BREACH OF, OR CAUSE A
LOSS OF CONTRACTUAL BENEFITS UNDER, ANY SUCH CONTRACT, AND BUYER SHALL ASSUME NO
LIABILITIES THEREUNDER.
IF ANY SUCH CONSENT IS NOT OBTAINED OR IF SUCH
ASSIGNMENT IS NOT PERMITTED IRRESPECTIVE OF CONSENT, THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS, AT THE COMPANY'S EXPENSE, TO (I) PROVIDE TO
BUYER, AT THE REQUEST OF BUYER, THE BENEFITS OF ANY SUCH CONTRACT TRANSFERRED
HEREIN, (II) COOPERATE IN ANY LAWFUL ARRANGEMENT PRESCRIBED BY BUYER TO PROVIDE
SUCH BENEFITS TO BUYER AND (III) ENFORCE, TO THE EXTENT ENFORCEABLE BY THE
COMPANY, AT THE REQUEST OF AND FOR THE ACCOUNT OF BUYER, ANY RIGHTS OF THE
COMPANY ARISING FROM ANY PURCHASED ASSET REFERRED TO HEREIN AGAINST ANY THIRD
PERSON (INCLUDING A GOVERNMENTAL AUTHORITY) INCLUDING THE RIGHT TO ELECT TO
TERMINATE A CONTRACT IN ACCORDANCE WITH THE TERMS THEREOF UPON THE ADVICE OF
BUYER.
2.9
POST-CLOSING AMOUNTS RECEIVED AND PAID.
EXCEPT AS PROVIDED IN
SECTION 7.12, ALL CASH COLLECTED ON OR AFTER THE CLOSING DATE FROM ACCOUNTS
RECEIVABLE WHICH CONSTITUTE PURCHASED ASSETS SHALL BELONG TO BUYER, AND IF
RECEIVED BY THE COMPANY, SHALL BE RECEIVED FOR THE BENEFIT AND THE ACCOUNT OF
BUYER, AND THE COMPANY SHALL, ON A WEEKLY BASIS, TRANSFER AND REMIT TO BUYER ALL
SUCH AMOUNTS RECEIVED BY OR PAID TO THE COMPANY ON OR AFTER THE
14
CLOSING DATE.
ALL CASH COLLECTED ON OR AFTER THE CLOSING DATE FROM ACCOUNTS
RECEIVABLE WHICH DO NOT CONSTITUTE PURCHASED ASSETS SHALL BELONG TO THE COMPANY,
AND IF RECEIVED BY BUYER, SHALL BE RECEIVED FOR THE BENEFIT AND THE ACCOUNT OF
THE COMPANY, AND BUYER SHALL, ON A WEEKLY BASIS, TRANSFER AND REMIT TO THE
COMPANY ALL SUCH AMOUNTS RECEIVED BY OR PAID TO BUYER ON OR AFTER THE CLOSING
DATE.
2.10
ESCROW.
(A)
ESCROW OF PART OF THE PURCHASE PRICE.
AT THE CLOSING, BUYER, THE COMPANY
AND THE COMPANY SHAREHOLDERS SHALL ENTER INTO AN ESCROW AGREEMENT IN THE FORM OF
EXHIBIT H (THE "ESCROW AGREEMENT") WITH AN INDEPENDENT THIRD PARTY ESCROW AGENT
(THE "ESCROW AGENT") ACCEPTABLE TO BUYER IN ITS SOLE DISCRETION PURSUANT TO
WHICH BUYER SHALL DEPOSIT $1,000,000.00 OF THE PURCHASE PRICE (THE "ESCROW
AMOUNT") WITH THE ESCROW AGENT TO (I) COVER ANY WORKING CAPITAL ADJUSTMENT UNDER
SECTION 2.7(E) AND (II) SECURE THE DUE PERFORMANCE AND PAYMENT OF THE
INDEMNIFICATION OBLIGATIONS OF THE COMPANY AND THE COMPANY SHAREHOLDERS FOR A
PERIOD OF TWELVE (12) MONTHS FOLLOWING THE CLOSING DATE.
THE ESCROW AMOUNT IS
SUBJECT