Common use of Purchase Price and Other Consideration Clause in Contracts

Purchase Price and Other Consideration. (a) The total consideration to be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00) in cash, less the cash paid, or amount assumed (on a basis as set forth on SCHEDULE 1.1(C)), by Buyer of long-term liabilities identified on SCHEDULE 1.1(C). However, Buyer agrees to pay in cash Seller's outstanding loan (the "Stockholder Loan") from Owner in the amount of Two Hundred Twenty Four Thousand Three Hundred Twenty Four and No/100 Dollars ($224,324.00). The Purchase Price shall be payable at or before Closing by (a) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00), either payable to Seller or Seller's creditor(s) as set forth specifically on SCHEDULE 1.1(C) hereto, and/or (b) assumption of certain obligations of Seller as set forth specifically on SCHEDULE 1.1(C) hereto. (b) In addition, Buyer and Seller agree and acknowledge that, at the sole option of Buyer, (i) the Purchase Price may be adjusted by Buyer, or (ii) Buyer may elect to terminate all of its obligations under this Agreement with no further obligation of Buyer, in the event of a material change in the Business prior to the Closing; for purposes of illustration but not for purposes of exclusion, a "material change" in the Business would include but shall not be limited to (x) a loss of a one or more customer relationship(s) which constitute individually or in the aggregate more than ten percent (10%) by gross revenue of Seller or (y) a decrease in the "net asset value" of Seller's December 31, 1998 financial statements which were previously provided to Buyer below the amount of Four Hundred Twenty Five Thousand and No/100 Dollars ($425,000.00). For purposes of this Section 1.2(b) and Section 3.1 below, the term "net asset value" shall mean the book value of Seller's Assets, less the Assumed Liabilities, set forth on Seller's December 31, 1998 financial statements.

Purchase Price and Other Consideration. (a) The total consideration to be paid by Buyer to Seller (the "Purchase Price") for all of the Assets purchased hereunder shall be equal to Two Million One Hundred to: (i) cash in the aggregate amount of Fifty Thousand and No/100 Dollars ($2,100,000.0050,000.00), payable in six (6) in cashequal monthly installments, less the cash paidfirst of which shall be paid at Closing; and (ii) the greater of Five Hundred Thousand (500,000) shares of Buyer's founders' common stock, or amount assumed ten percent (on a basis 10%) of Buyer's then-outstanding founders' common stock as set forth on SCHEDULE 1.1(C)), by Buyer of long-term liabilities identified on SCHEDULE 1.1(C). However, Buyer agrees to pay in cash Seller's outstanding loan (the "Stockholder Loan") from Owner in the amount date of Two Hundred Twenty Four Thousand Three Hundred Twenty Four and No/100 Dollars ($224,324.00)Closing. The Purchase Price shall be payable at or before Closing by (a) the issuance to Seller or Seller's designee(s) of certain common stock of Buyer, (b) delivery by Buyer of one or more certified checks or wire transfers drawn on Buyer's bank account of an amount not to exceed Two Million One Eight Thousand Three Hundred Thousand Thirty-Three and No/100 33/100 Dollars ($2,100,000.008,333.33), either payable to Seller or Seller's creditor(s) as set forth specifically on SCHEDULE 1.1(C) hereto, and/or and (bc) assumption of certain obligations of Seller as set forth specifically on SCHEDULE 1.1(CSchedule 1.1(c) hereto. (b) In addition, Buyer and Seller agree and acknowledge that, at the sole option of Buyer, (i) the Purchase Price may be adjusted by Buyer, or (ii) Buyer may elect to terminate all of its obligations under this Agreement with no further obligation of Buyer, in the event of a material change in the Business prior to the Closing; for purposes of illustration but not for purposes of exclusion, a "material change" in the Business would include but shall not be limited to (x) a loss of a one or more customer relationship(s) which constitute individually or in the aggregate more than ten percent (10%) by gross revenue of Seller or (y) a decrease in the "net asset value" of Seller's December 31, 1998 financial statements which were previously provided to Buyer below the amount of Four Hundred Twenty Five Thousand and No/100 Dollars ($425,000.00). For purposes of this Section 1.2(b) and Section 3.1 below, the term "net asset value" shall mean the book value of Seller's Assets, less the Assumed Liabilities, set forth on Seller's December 31, 1998 financial statementsBusiness.