Common use of Purchase Price for the Assets Clause in Contracts

Purchase Price for the Assets. In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer will: (i) Pay to LTI and Sub at the Closing an aggregate of $1,250,000 in United States dollars (the "Closing Cash Consideration") in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI; (ii) Pay to LTI and Sub 60 calender days following the Closing Date (subject to delay or adjustment pursuant to Section 1.5 and/or Section 8.4(c)) an aggregate of $500,000 in United States dollars (the "Holdback Cash Consideration", and, together with the Closing Cash Consideration, the "Cash Consideration") in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI; (b) Deliver or cause to be delivered to LTI and Sub at the Closing an aggregate number of shares of OYOG common stock, par value $.01 per share ("OYOG Stock"), equal to the quotient of (i) $750,000 divided by (ii) the OYOG Market Price, which OYOG Stock will be registered on the books of OYOG in the name of LTI, or, at LTI's option, in the names of the Stockholders in such denominations as LTI will designate to the Buyer not less than three Business Days before the Closing Date; (c) Assume at the Closing the obligations and liabilities of LTI or Sub reflected in the October Balance Sheet to the extent and only to the extent such obligations and liabilities are not Pre-Closing Obligations or Excluded Liabilities (collectively, the "Assumed Liabilities"). The Cash Consideration (including the Holdback Cash Consideration, unless the Holdback Cash Consideration is reduced pursuant to Section 8.4(c)), as adjusted pursuant to Section 1.5, the OYOG Stock deliverable pursuant to Section 1.4(b) and the Assumed Liabilities are herein collectively referred to as the "Purchase Price".

Purchase Price for the Assets. In (a) Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein and in consideration for the sale, conveyance, assignment and transfer of the transfer to the Buyer of the Transferred Assets, Buyer will deliver on the Buyer willClosing Date: (i) Pay $6,000,000 (the "Purchase Price"), payable by (A) good funds in the amount of $500,000 to LTI such account as Seller shall designate in writing; and Sub (B) by delivery at the Closing an aggregate to Seller of $1,250,000 in United States dollars a promissory note (the "Closing Cash ConsiderationNote"), bearing interest at an annual rate which equals 12% or the maximum interest allowable under the California Civil Code Section 1916 (the "Interest Rate"), in the form attached hereto as Exhibit A. Principal and interest under such promissory note shall be payable on the demand of Seller upon the date (the "Payment Date") which is earlier to occur of (x) five business days after Coyote receives net proceeds of any financing or recapitalization equal to or in excess of $5.5 million excluding any replacement of existing credit facilities or (y) March 31, 1999. The Note shall be secured according to the terms of the two Security Agreements (the "Security Agreements") in immediately available funds by wire transfer to the form attached hereto as Exhibit B, granting Seller a bank account or accounts to be designated by LTI;purchase money security interest in all of the Common Stock of Buyer and a purchase money security interest in the Assets until Buyer makes full payment due under the Note; and (ii) Pay such written instruments of assumption in such form as Seller shall reasonably request to LTI effect or evidence the assumption by Buyer of the following: (A) all liabilities and Sub 60 calender days following obligations, whether accrued, absolute, contingent or otherwise, incurred by Seller through the Closing Date in respect of the Business which are reflected on Schedule 2.02 (subject a)(ii)(A). (B) all liabilities and obligations relating to delay the Leased Real Property (as defined in Section 4.06 below) arising under Environmental Laws (as defined in Section 4.13 below) or adjustment pursuant otherwise relating to the generation, use, storage, handling, disposal or Release (as defined in Section 1.5 and/or 4.13 below) of Hazardous Substances (as defined in Section 8.4(c4.13 below) on, about or from such premises or the disposal or Release of Hazardous Substances from such premises onto any other premises; (C) all liabilities and obligations of the Business under the agreements, leases, purchase and sale orders and commitments entered into in the ordinary course of business, including the items listed in Section 1.01(a)(vi); provided, however, that no such liabilities and obligations -------- ------- shall be for breach of or non-compliance with any such items referred to in this clause (C) an aggregate by Seller or the Business occurring as of $500,000 or prior to the Closing; and (D) all other liabilities and obligations expressly assumed by Buyer elsewhere in United States dollars (the "Holdback Cash Consideration"this Agreement, and, together with the Closing Cash Consideration, the "Cash Consideration") including without limitation those liabilities and obligations contained in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI;Article X. (b) Deliver or cause The liabilities to be delivered assumed by Buyer pursuant to LTI and Sub at the Closing an aggregate number of shares of OYOG common stock, par value $.01 per share ("OYOG Stock"), equal Section 2.01(a)(ii) above are hereinafter referred to the quotient of (i) $750,000 divided by (ii) the OYOG Market Price, which OYOG Stock will be registered on the books of OYOG in the name of LTI, or, at LTI's option, in the names of the Stockholders in such denominations collectively as LTI will designate to the Buyer not less than three Business Days before the Closing Date; (c) Assume at the Closing the obligations and liabilities of LTI or Sub reflected in the October Balance Sheet to the extent and only to the extent such obligations and liabilities are not Pre-Closing Obligations or Excluded Liabilities (collectively, the "Assumed Liabilities"). The Cash Consideration . (including c) Notwithstanding anything to the Holdback Cash Considerationcontrary contained in this Agreement, unless the Holdback Cash Consideration Buyer is reduced pursuant to Section 8.4(c)not assuming any liabilities or obligations of Seller other than as are specifically described in clauses (ii)(A), as adjusted pursuant to (B), (C), or (D) of Section 1.5, the OYOG Stock deliverable pursuant to Section 1.4(b) 2.01(a); all other liabilities and the Assumed Liabilities obligations of Seller are herein collectively being retained by Seller and are hereinafter referred to as the "Purchase PriceRetained Liabilities".

Purchase Price for the Assets. (a) In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer will: shall (i) Pay pay to LTI the Seller the Cash Purchase Price, as adjusted pursuant to Sections 1.4(b) and Sub at the Closing an aggregate of $1,250,000 in United States dollars (the "Closing Cash Consideration"c) in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI; below, and (ii) Pay to LTI and Sub 60 calender days following the Closing Date (subject to delay or adjustment pursuant to Section 1.5 and/or Section 8.4(c)) an aggregate of $500,000 in United States dollars (the "Holdback Cash Consideration"assume, and, together with the Closing Cash Consideration, the "Cash Consideration") in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI; (b) Deliver or cause to be delivered to LTI and Sub at the Closing an aggregate number of shares of OYOG common stock, par value $.01 per share ("OYOG Stock"), equal to the quotient of (i) $750,000 divided by (ii) the OYOG Market Price, which OYOG Stock will be registered on the books of OYOG in the name of LTI, or, at LTI's option, in the names of the Stockholders in such denominations as LTI will designate to the Buyer not less than three Business Days before the Closing Date; (c) Assume at the Closing the obligations and liabilities of LTI or Sub reflected in the October Balance Sheet to the extent and only to the extent such obligations and liabilities are not Pre-Closing Obligations or Excluded Effective Obligations, only those (A) payment obligations of the Seller with respect to any Trade Payables and Accrued Liabilities and (B) obligations of the Seller under the express written terms of the Entitlements that are set forth on Schedule 1.4(a) (collectively, the "Assumed Liabilities"). The Cash Consideration (including the Holdback Cash Consideration, unless the Holdback Cash Consideration is reduced pursuant to Section 8.4(c)), as adjusted pursuant to Section 1.5, the OYOG Stock deliverable pursuant to Section 1.4(b) Purchase Price and the Assumed Liabilities are herein collectively referred to as the "Purchase Price". (b) The Cash Purchase Price shall be paid as follows: (A) One Million Eight Hundred Thousand Dollars ($1,800,000) shall be paid at Closing (B) One Million Dollars ($1,000,000) (the "Basic Cash Purchase Price Balance"), as adjusted pursuant to Sections 1.4(b) and (c), shall be paid on the later of (i) five business days of receipt of audited financial statements that are prepared in accordance with GAAP (as defined in Section 2.6 below) for the twelve months ended December 31, 2003 or (ii) within two business days after all obligations of the Seller to Buyer under this Agreement, other than any Seller obligations under Article 7.0 hereof, have been fully satisfied, and (C) Two Hundred Thousand Dollars ($200,000), plus accrued interest at a rate equivalent to the interest rate payable on a one year certificate of deposit as quoted by Bank of America N.A. in Los Angeles, California as of the Closing Date (collectively, the "Holdback Amount"), shall be paid on the 366th day (or, if not a day on which business is regularly transacted, the first Business Day thereafter) following Closing less the amount of any Buyer Losses that are subject to indemnification by the Seller pursuant to Section 7.1 hereof; provided that any and all claims of Buyer Losses purporting to reduce payment to Seller of the Holdback Amount shall be subject to and made in accordance with Sections 7.3 through 7.6 hereof. The Seller shall retain, and Buyer shall have no interest in or responsibility for, any cash, accounts receivable, accounts payable or any other expense, liability or claim arising out of or relating to the operations of the Business or the Seller through December 31, 2003. The Seller and the Buyer shall make such prorations and adjustments to the consideration being delivered hereunder for the Business for cash, if any, accounts receivable, accounts payable and other expenses generated or incurred from the Effective Date through Closing (collectively the "Post-Effective Activity Adjustments"). At Closing, Seller shall deliver to Buyer an accounting, in form and substance reasonably acceptable to the Buyer, of the Post-Effective Activity Adjustments. (c) The Seller and the Buyer have bargained at arm’s length and have fixed the Cash Purchase Price as set forth in paragraph 1.4 (b) above based upon Seller’s having earnings before income taxes, depreciation, and amortization ("EBITDA") of $719,000 for the 12 months ended December 31, 2003. The EBITDA adjustments for the 12 months ended December 31, 2003 as calculated using the audited financial statements for 2003 will include only the other non-recurring adjustments as set forth on Schedule 1.4(c). In the event that the adjusted EBITDA for the year ended December 31, 2003, is not equal to $683,050 as reflected on documentation delivered by Seller to Buyer, the balance of the Cash Purchase Price that Buyer shall pay to the Seller under paragraph 1.4 (b) above shall be reduced at the rate of $4 dollars for each $1 dollar of Minimum EBITDA deficiency provided that any such adjustment is at least $5,000 or greater.