Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third anniversary of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. 4.2.2 On the third anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.

Purchase Consideration. 4.1 In The purchase consideration for the Transferred Assets shall be $2,750,000 (subject to the conditions and Transferred adjustments hereinafter set forth) plus the amount of any and all Assumed Liabilities (the “Purchase Consideration”). The portion of the Purchase Consideration to be paid to Seller shall be comprised of the following components: (a) $1,000,000 in cash, $850,000 of which shall be paid at Closing, less accrued amounts disclosed to Purchaser as being payable to the RDC and to legal counsel to Seller, or either of them (which amounts shall be paid directly by Purchaser), via wire transfer of immediately available U.S. funds to an account(s) designated by the Seller, with the $150,000 balance (“Escrow Amount”) to be deposited into escrow pursuant to the terms of an Escrow Agreement in the form of Exhibit B hereto attached, pending final valuation of Acquired Assets net of Assumed Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and determined in accordance with Sections 2.5(a) and (b) hereof, with payment pursuant to Section 2.5 hereof; (b) $1,500,000, in Purchaser’s common stock (“XETA Stock”) valued at the provisions of Clause 4.2 en 4.3“Previous Close Price” per share for such stock as reflected on the ▇▇▇▇▇▇. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made ▇▇▇ website as follows: 4.2.1 As of the Closing Date and until the third anniversary of such Closing Date, the repayment ($3.83 per share as of the Seller's Debts by the Purchaser date hereof), which XETA Stock will be issued to Seller and shall be made “restricted stock”, as that term is defined in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors Rule 144 of the Seller's Debtsregulations to the Act: and (c) Warrants to purchase 150,000 shares of XETA Stock at an exercise price per share valued at the “Previous Close Price” per share for such stock as reflected on the ▇▇▇▇▇▇. 4.2.2 On ▇▇▇ website as of the third Closing Date ($3.83 per share as of the date hereof) (the “Warrants”), which Warrants will be issued to Seller in the form of Exhibit C hereto attached, and will be exercisable (subject to applicable SEC registration and holding period requirements and transfer restrictions) at any time after the Closing Date and prior to the fifth (5th) anniversary of the Closing Date. Provided, however, that Seller hereby acknowledges, represents and agrees that the aggregate outstanding amount issuance of such XETA Stock and Warrants will be effected by Purchaser as a transaction exempt from registration under the Seller's Debts at Act and, accordingly, that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts XETA Stock and Warrants will not have been registered under the Seller's Debts Act at the time of Closing, nor shall XETA have any obligation to effect the registration thereof at any time on after Closing. Seller further acknowledges, represents and agrees, that it is acquiring the XETA Stock and Warrants for investment purposes only and not with a view to or after for resale in connection with any distribution of the Closing Date. 4.4 In case XETA Stock or Warrants, or with any present intention of distribution (within the (earlymeaning of the Act) repayment of the XETA Stock or Warrants, or any portion thereof. Seller understands that because none of the XETA Stock or the Warrants will have been registered under the Act, Purchaser will not transfer any of the Seller's Debts pursuant to Clause 4.2 XETA Stock or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditorWarrants without registration under the Act, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets which is not contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, except upon the issuance to Purchaser of a favorable opinion from Purchaser’s counsel or upon the submission to Purchaser of such other evidence as may be satisfactory to Purchaser’s counsel to the effect, in either case, that any such transfer, whether pursuant to Rule 144, or otherwise, shall pay such VAT on not be in violation of the Purchase Consideration Act, and any applicable state securities laws, and all share certificates and warrants representing the XETA Stock and the Seller shall issue an appropriate invoice for VAT purposesWarrants, or any portion thereof, will be issued with a restrictive legend affording conspicuous notice of such restriction.

Purchase Consideration. 4.1 In consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts") directly to the relevant creditors of such Seller's Debts, on behalf of the Seller and in accordance with the provisions of Clause 4.2 en 4.3. 4.2 Subject to Clause 4.3, the (re)payment of the Seller's Debts by the Purchaser shall be made as follows: 4.2.1 As of the Closing Date and until the third fifth anniversary of such Closing Date, the repayment of the Seller's Debts by the Purchaser shall be made in accordance with the terms of such Seller's Debts and/or the repayment schemes agreed upon between the Seller and the respective creditors of the Seller's Debts. The repayment scheme shall run during a period of five years and the Purchaser shall not be entitled to prior payment. 4.2.2 On the third fifth anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date. 4.4 In case the (early) repayment of any of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to the relevant creditor, such penalty or reinvestment compensation shall be borne by the Seller. 4.5 The sale and transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposes.

Purchase Consideration. 4.1 In (a) Subject to the conditions and adjustments hereinafter set forth, the total purchase consideration for the Transferred Assets and Transferred Liabilities, the Purchaser shall, (re)pay all outstanding amounts under the loans and debts as set forth in Schedule 6, the aggregate value of which as at October 4, 2013 amounts to EUR 881.056 (the "Seller's Debts"“Purchase Consideration”) directly shall be the sum of (i) $3,070,000, which amount is based on figures currently available, q.v. Section 2.5(b), and is subject to adjustment pursuant to Section 2.8, Section 2.9 and Section 2.10 hereof (the relevant creditors of such Seller's Debts, on behalf “Cash Portion of the Seller Purchase Consideration”), and in accordance with (ii) the provisions amount of Clause 4.2 en 4.3the Assumed Liabilities. 4.2 Subject to Clause 4.3, the (re)payment b) The Cash Portion of the Seller's Debts by the Purchaser Purchase Consideration shall be made paid as follows: 4.2.1 As (i) The sum of Three Hundred Four Thousand Dollars ($304,000) plus the amount of any Sales Tax Escrow Amount (together with any other amounts added by subsequent written agreement of the Closing Date and until the third anniversary of such Closing Dateparties, collectively, the repayment of the Seller's Debts by the Purchaser “Escrow Amount”) shall be made in accordance with deposited into escrow pursuant to the terms of an Escrow Agreement in the form of Exhibit A hereto attached (the “Escrow Agreement”), pending (A) completion of Closing Date Balance Sheet and the calculation of the Final Net Acquired Assets Value, pursuant to Sections 2.6 and 2.8, (B) the collection of the Accounts Receivable by Purchaser pursuant to Section 2.9, and (C) the disbursement of the Customer Overpayments Fund pursuant to Section 2.10; (ii) Any amounts to be payable at Closing to third parties, such Seller's Debts and/or as ▇▇ ▇▇▇▇▇▇-▇▇▇▇▇, for the repayment schemes release of outstanding Encumbrances on the Assets, which are not Permitted Encumbrances shall be withheld by Purchaser and paid to such creditors by wire transfer, as agreed upon between the Seller by Purchaser and the respective creditors of the Seller's Debts. 4.2.2 On the third anniversary of the Closing Date, the aggregate outstanding amount under the Seller's Debts at that point in time, shall be (re)paid in whole by the Purchaser to the respective creditors of the Seller's Debts. 4.3 Notwithstanding Clause 4.2.1, the Purchaser shall be entitled to repay all or as part of the outstanding amounts under the Seller's Debts at any time on or after the Closing Date.Closing; and 4.4 In case the (earlyiii) repayment of any The balance of the Seller's Debts pursuant to Clause 4.2 or 4.3 would result in any penalty or reinvestment compensation being due to Cash Portion of the relevant creditor, such penalty or reinvestment compensation Purchase Consideration shall be borne paid by the Purchaser to Seller at Closing to an account designated in writing by Seller. 4.5 The sale and (c) All amounts payable by Purchaser pursuant to this Section 2.3 shall be paid by wire transfer of the Assets contemplated by the Agreement is a sale of an undertaking ("bedrijfstak" / "branche d'activités") and is therefore exempt from Belgian Value added Tax ("BTW" / "TVA") in accordance with Article 11 of the Belgian VAT Code. The Parties shall comply with all regulations and procedures required to ensure application of Article 11 of the Belgian VAT Code to the sale of the Assets. Should the tax exempt status in accordance with Article 11 of the Belgian VAT Code be refused by the tax authorities and should VAT be due on the transfer as contemplated in this Agreement, the Purchaser shall pay such VAT on the Purchase Consideration and the Seller shall issue an appropriate invoice for VAT purposesimmediately available funds.