Payment by Purchaser. (a) At the Closing, Purchaser will pay to Seller the purchase price for the Subject Assets, as follows: (i) The sum of Two Million Five Hundred Thousand Dollars ($2,500,000) plus the amount equal to the Shareholders' collective income tax liability for the prior fiscal year and the current fiscal year resulting from Seller's operation of the Business prior to the Closing (the "Shareholders' Tax Liability") estimated to be approximately Two Hundred Fifty-One Thousand Dollars ($251,000) (the "Cash Purchase Price") by certified or bank check in immediately available funds or by wire transfer to an account designated by Seller, provided, however, that if prior to the Closing Date, (A) Seller elects to pay down the Neville Note as permitted by Section 10.1(g)(ii) of this Agreement, and/or (B) Seller makes a distribution to the Shareholders in accordance with Section 10.1(f) of this Agreement, then the Cash Purchase Price will be reduced by the aggregate amount of such pay down and/or distribution, as the case may be, and, provided, further, that if the amount of the Shareholders' Tax Liability is not known on the Closing Date, then it shall be deemed to be Two Hundred Fifty-One Thousand Dollars ($251,000) for purposes of payment of the Cash Purchase Price at the Closing (the "Estimated Amount") and after the Closing, the Shareholders shall provide evidence of the actual amount of the Shareholders' Tax Liability and the difference between the actual amount of the Shareholders' Tax Liability and the Estimated Amount promptly shall be paid by Purchaser to Seller if the actual amount of the Shareholders' Tax Liability is greater than the Estimated Amount or by Seller to Purchaser if the actual amount of the Shareholders' Tax Liability is less than the Estimated Amount. (ii) Purchaser will issue to Seller its convertible subordinated promissory note (the "Convertible Subordinated Promissory Note") in the form of Exhibit "A" to this Agreement, dated as of the Closing Date and payable to Seller in the principal amount of Two Million Dollars ($2,000,000). The Convertible Subordinated Promissory Note will be convertible into shares of common stock of Waterlink, as provided for therein, and will be guaranteed by Waterlink in accordance with Article XII of this Agreement. (iii) Purchaser will issue to Seller its subordinated promissory note (the "Subordinated Promissory Note") in the form of Exhibit "B" to this Agreement, dated as of the Closing Date and payable to Seller in the principal amount of One Million Three Hundred Thousand Dollars ($1,300,000). The Subordinated Promissory Note will be guaranteed by Waterlink in accordance with Article XII of this Agreement. (iv) Purchaser will issue to Seller its subordinated promissory note (the "Second Subordinated Promissory Note") in the form of Exhibit "C" to this Agreement, dated as of the Closing Date and payable to Seller in the principal amount of Eight Hundred Thousand Dollars ($800,000). The Convertible Subordinated Promissory Note, Subordinated Promissory Note and Second Subordinated Promissory Note are collectively referred to as the "Promissory Notes". The Second Subordinated Promissory Note will be guaranteed by Waterlink in accordance with Article XII of this Agreement. (b) After the Closing, Purchaser will pay to Seller as additional purchase price for the Subject Assets, the Earn-out Payments referred to in Section 2.2 below, if applicable.
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Payment by Purchaser. Purchaser will pay to Seller or its designated affiliates as determined by the Seller, by wire transfer to an account or accounts designated in writing by Seller, or by certified or official bank checks in immediately available funds, the purchase price for the Subject Assets in amounts as follows (collectively, the "Purchase Price"):
(a) At the Closing, Purchaser will pay to Seller the purchase price for the Subject Assets, as follows:
(i) The sum of Two Million Five Hundred Fifty Thousand Dollars ($2,500,000250,000);
(b) plus the amount equal to the Shareholders' collective income tax liability for the prior fiscal year and the current fiscal year resulting from Seller's operation of the Business prior to the Closing (the "Shareholders' Tax Liability") estimated to be approximately Two On September 30, 2005, Eight Hundred Fifty-One Fifty Thousand Dollars ($251,000850,000.00); plus
(c) On September 30, 2005, or on the date when possession of the Equipment is delivered to Purchaser on the terms set forth herein, the net book value on September 30, 2005 of the Equipment as set forth on the financial statements of the Seller; plus
(d) On September 30, 2005, the net book value as of September 30, 2005 of the then outstanding Accounts Receivable. Any Account Receivable that remains outstanding after ninety (90) days following September 30, 2005 may be assigned by Purchaser back to the Seller and the amount of the Accounts Receivable so assigned will be refunded to Buyer as a post-closing adjustment after the end of the ninety (90)-day period. The Buyer shall use its commercially reasonable efforts to collect the Accounts Receivable, consistent with Buyer's customary collection practices. In the event that such Accounts Receivables are reassigned to Seller, Seller shall have the right to take any action deemed necessary in the Seller's sole discretion to collect such Accounts Receivable. In the event Seller or Just-Rite Supply, Inc elects to make purchases of products pursuant to the Distribution Agreement (as defined below) or otherwise, Purchaser agrees to pay a portion of the balance owed under subsection 2.01(b) (but not to exceed $850,000), above, within fifteen (15) days of the "Cash Purchase Price") end of the month in which such purchases were made, in an amount equal to such purchases. The amount owed by certified or bank check in immediately available funds or by wire transfer to an account designated by SellerPurchaser on September 30, provided, however, that if prior to the Closing Date, (A) Seller elects to pay down the Neville Note as permitted by Section 10.1(g)(ii) of this Agreement, and/or (B) Seller makes a distribution to the Shareholders in accordance with Section 10.1(f) of this Agreement, then the Cash Purchase Price will 2005 shall be reduced by the aggregate amount of such pay down and/or distribution, as the case may be, and, provided, further, that if the amount of the Shareholders' Tax Liability is not known on the Closing Date, then it shall be deemed to be Two Hundred Fifty-One Thousand Dollars ($251,000) for purposes of payment of the Cash Purchase Price at the Closing (the "Estimated Amount") and after the Closing, the Shareholders shall provide evidence of the actual amount of the Shareholders' Tax Liability and the difference between the actual amount of the Shareholders' Tax Liability and the Estimated Amount promptly shall be paid early by Purchaser to Seller if the actual amount of the Shareholders' Tax Liability is greater than the Estimated Amount or by Seller to Purchaser if the actual amount of the Shareholders' Tax Liability is less than the Estimated Amount.
(ii) Purchaser will issue to Seller its convertible subordinated promissory note (the "Convertible Subordinated Promissory Note") in the form of Exhibit "A" pursuant to this Agreement, dated as of the Closing Date and payable to Seller in the principal amount of Two Million Dollars ($2,000,000). The Convertible Subordinated Promissory Note will be convertible into shares of common stock of Waterlink, as provided for therein, and will be guaranteed by Waterlink in accordance with Article XII of this Agreementparagraph.
(iii) Purchaser will issue to Seller its subordinated promissory note (the "Subordinated Promissory Note") in the form of Exhibit "B" to this Agreement, dated as of the Closing Date and payable to Seller in the principal amount of One Million Three Hundred Thousand Dollars ($1,300,000). The Subordinated Promissory Note will be guaranteed by Waterlink in accordance with Article XII of this Agreement.
(iv) Purchaser will issue to Seller its subordinated promissory note (the "Second Subordinated Promissory Note") in the form of Exhibit "C" to this Agreement, dated as of the Closing Date and payable to Seller in the principal amount of Eight Hundred Thousand Dollars ($800,000). The Convertible Subordinated Promissory Note, Subordinated Promissory Note and Second Subordinated Promissory Note are collectively referred to as the "Promissory Notes". The Second Subordinated Promissory Note will be guaranteed by Waterlink in accordance with Article XII of this Agreement.
(b) After the Closing, Purchaser will pay to Seller as additional purchase price for the Subject Assets, the Earn-out Payments referred to in Section 2.2 below, if applicable.
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Payment by Purchaser. (a) At the Closing, Purchaser will pay to Seller Sellers and Shareholder the purchase price for the Subject Assets, as follows:
(i) The sum of Two Million Five Hundred Thousand Dollars ($2,500,000) plus the amount equal to the Shareholders' collective income tax liability for the prior fiscal year and the current fiscal year resulting from Seller's operation of the Business prior to the Closing (the "Shareholders' Tax Liability") estimated to be approximately Two Hundred Fifty-One Thousand Dollars ($251,000) (the "Cash Purchase Price") by By certified or bank check in immediately available funds or by wire transfer to an account designated by Seller, provided, however, that if prior to the Closing Date, (A) Seller elects to pay down the Neville Note as permitted by Section 10.1(g)(ii) of this Agreement, and/or (B) Seller makes a distribution to the Shareholders in accordance with Section 10.1(f) of this Agreement, then the Cash Purchase Price will be reduced by the aggregate amount of such pay down and/or distributionSellers or Shareholder, as the case may be, and, provided, further, that if the amount of the Shareholders' Tax Liability is not known on the Closing Date, then it shall be deemed to be Two Hundred Fifty-One Thousand Dollars ($251,000200,000) payable to Aero-Mod in partial payment for purposes of its Acquired Assets, Four Hundred Thousand Dollars ($400,000) payable to Resi-Tech in partial payment of for its Acquired Assets and Three Hundred Thousand Dollars ($300,000) payable to Shareholder in partial payment for the Cash Purchase Price at the Closing (the "Estimated Amount") and after the Closing, the Shareholders shall provide evidence of the actual amount of the Shareholders' Tax Liability and the difference between the actual amount of the Shareholders' Tax Liability and the Estimated Amount promptly shall be paid by Purchaser to Seller if the actual amount of the Shareholders' Tax Liability is greater than the Estimated Amount or by Seller to Purchaser if the actual amount of the Shareholders' Tax Liability is less than the Estimated AmountPatents.
(ii) Purchaser will issue to Seller Shareholder, in partial payment for the Patents, its convertible subordinated promissory note (the "Convertible Subordinated Promissory Note") in the form of Exhibit "A" EXHIBIT B to this Agreement, dated as of the Closing Date and payable to Seller Shareholder in the principal amount of Two Million Four Hundred Thousand Dollars ($2,000,000400,000). The Convertible Subordinated Promissory Note will be convertible into shares of common stock of Waterlink, as provided for therein, and will be guaranteed by Waterlink in accordance with Article XII of this Agreement.
(iii) Purchaser will issue to Seller Aero-Mod, in partial payment for its Acquired Assets, its subordinated promissory note (the "Subordinated Promissory Note") in the form of Exhibit "B" EXHIBIT C to this Agreement, dated as of the Closing Date and payable to Seller Aero-Mod in the principal amount of One Million Three Hundred Fifty Thousand Dollars ($1,300,000150,000). The Subordinated Promissory Note will be guaranteed by Waterlink in accordance with Article XII of this Agreement.
(iv) Purchaser will issue to Seller Resi-Tech, in partial payment for its Acquired Assets, its subordinated promissory note (the "Second Subordinated Promissory Note") in the form of Exhibit "C" EXHIBIT D to this Agreement, dated as of the Closing Date and payable to Seller Resi-Tech in the principal amount of Eight One Hundred Fifty Thousand Dollars ($800,000150,000). The Convertible Subordinated Promissory Note, Subordinated Promissory Note and Second Subordinated Promissory Note are collectively referred to as the "Promissory Notes". The Second Subordinated Promissory Note will be guaranteed by Waterlink in accordance with Article XII of this Agreement.
(b) After the Closing, Purchaser will pay to Seller each of Resi-Tech and Shareholder as additional purchase price for the Subject AssetsResi-Tech Acquired Assets and the Patents, the Earn-out Out Payments referred to in Section 2.2 below, if applicable.
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