CONSIDERATION FOR THE STOCK AND THE ASSETS. Subject to the terms and conditions of this Agreement, and as full consideration for the Stock and the Assets and the covenants, representations, warranties and indemnities made in connection herewith by X'Xxxxx, LFI and OFP, ACRG shall pay to X'Xxxxx the sum of $500,000.00 for the Stock (the "Stock Purchase Price"), and ACRG shall cause LFI to pay to OFP an amount (the "Asset Purchase Price") equal to (a) four (4) times the net income of LFM for the year ended December 31, 1996 ("1996 Income") as determined in accordance with generally accepted accounting principles and as certified by an independent audit to be by conducted Ernst & Young, LLP ("E & Y") (the "Audit"), less (b) the Stock Purchase Price. The cost of the Audit shall be paid by ACRG. Upon completion of the Audit, ACRG shall provide a copy of the audited 1996 income statement to OFP, together with a calculation of any adjustment to the Asset Purchase Price. OFP shall have full access to all documents, workpapers or other materials produced or reviewed by E & Y in the conduct of the Audit. Should OFP disagree with any such adjustment to the Asset Purchase Price, as to which resolution thereof is not reached between ACRG and OFP within thirty (30) days after delivery of a copy of the audited 1996 income statement to OFP, any remaining disputed matters shall be submitted to a national accounting firm selected by mutual agreement between ACRG and OFP, whose decision with respect to any disputed item shall be final and binding on the parties hereto. The expense of engaging such accounting firm to resolve such disputed items arising in connection with the Audit shall be borne by OFP. For purposes of determining 1996 Income, it is agreed that there shall be deducted therefrom the aggregate amount of the accounts receivable of OFP which remain unpaid as of the end of the calendar month preceding the Closing Date and have an invoice date earlier than one hundred twenty (120) days prior to the Closing Date ("Delinquent Receivables"). If LFI shall collect any amounts of the Delinquent Receivables during the one-year period following the Closing Date, such amounts collected (including amounts collected after the end of such one-year period pursuant to an installment payout arrangement with respect to any Delinquent Receivable which may have been entered into with the approval of OFP during such one-year period (a "Payout Agreement")), less the collection expense incurred by LFI in connection therewith, sh...
