Common use of Contingent Purchase Price Clause in Contracts

Contingent Purchase Price. In addition to the Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectively, the "Targets," and separately, a "Target"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Price"). Within sixty (60) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller with respect to such quarterly period, and such Contingent Purchase Price shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13.

Contingent Purchase Price. In addition to the Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements"a) that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectively, the "Targets," and separately, a "Target"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Price"). Within sixty (60) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no The Contingent Purchase Price shall be earned by, the lesser of (i) $68,051 or (ii) the sum of the Annual Contingent Purchase Price Payments. (b) Annual Contingent Purchase Price Payments to be paid to, Seller with respect to such quarterly period, and such in reduction of the Contingent Purchase Price shall be determined as follows: (i) For each of the Company's fiscal years, 1999 through 2003 inclusive and specifically to the exclusion of all other fiscal years of the Company, the Purchaser shall calculate the Company's EBITDA for the fiscal year just completed (the "Annual EBITDA") Annual EBITDA is defined, for purposes of this Agreement, as the fiscal year earnings of the Company before deducting interest expense, income based taxes, depreciation and amortization. (ii) the Purchaser shall determine the amount which is the product derived by multiplyinq the Annual EBITDA by 5.5. (iii) the Purchaser shall determine the amount of debt and current liabilities (less current assets) owed by the Company at the close of the fiscal year and subtract it from the amount determined under Section 3(b)(ii) above, the resultant amount being the "Gross Value Amount". (iv) the Purchaser shall calculate fifty-one (51%) percent of the Gross Value Amount, the resultant amount being the "Seller's Gross Value Amount". (v) the Purchaser shall subtract the sum of (a) $161,449.00 and (b) the sum of all previous Annual Contingent Purchase Payments, from the Seller's Gross Value Amount which remainder, if any, shall constitute the Annual Contingent Purchase Price Payment. (c) In each of the fiscal years 1999 through 2003 inclusive Purchaser warrants that as the majority member of the Company, it shall not be carried over allow the management fees paid by the Company to any subsequent quarterly periodexceed three (3%) percent of Gross Revenues. (d) Purchaser further warrant that during the fiscal years 1999 through 2003 inclusive it shall use commercially reasonable standards in the operation of the Company. (e) Purchaser shall forward its calculation of each Annual Contingent Purchase Price Payment to Seller within sixty days of each of the year's end. Seller shall have the right to inspect Purchaser's calculation of each Annual Contingent Purchase Price Payment shall be binding upon Seller unless, within five days of Seller's receipt of said calculation, Seller sends written notice to Purchaser that it does not agree with said calculation. In such event, Seller may have its accountant review the books and records relating of the Company at Seller's own expense. If Seller's accountant determines that the Annual Contingent Purchase Price Payment does not exceed Purchaser's calculation by more than ten (10%) percent, the parties shall split the difference. If Seller's accountant determines that the Annual Contingent Purchase Price Payment exceeds Purchaser's calculation by 10%, the parties shall each appoint an accountant, and the two accountants shall then appoint a third, independent accountant to determine the Business upon three (3) business days advance noticeAnnual Contingent Purchase Price Payment. Such inspection The cost of the third accountant shall take place at the address for be shared equally by Seller and Purchaser set forth in Section 13and said accountant's determination shall be binding.

Contingent Purchase Price. In addition to the Purchase Price and as (1) As additional consideration for the Seller’s sale of the Company Auction Businesses and Acquired Assets from to Buyer, Buyer shall pay Seller to Purchaser, with respect to each quarterly period of 1999, if two (2) additional payments (the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements" Earnout Payments ") that are estimated determined by the performance of the Auction Businesses during each of the two (2) twelve (12) month periods commencing on the Closing Date (each an " Earnout Period "). Each Earnout Payment shall be equal to generate revenues, in three percent (3%) of the aggregate over amount by which the next twelve month period Net Revenues (as determined by Purchaser defined herein) of the Auction Businesses in Purchaser's reasonable discretioneach Earnout Period exceed Forty Million Dollars ($40,000,000.00). "Net Revenues" for each Earnout Period shall mean the (i) subject to the exception set forth below in this Section 2.5(1), the sum of the actual purchase prices paid by Buyer or any of its Affiliates for Collectible Coins and Collectible Sports Memorabilia that (A) are greater than purchased by Buyer or equal to any of its Affiliates during such Earnout Period from any of the quarterly threshold applicable to such quarterly period set forth Auction Business Customers or Auction Business Consignors listed on EXHIBIT "Cthe Auction Business Customer List or the Auction Business Consignor List and who were not also Buyer Pre-Closing Customers (as defined herein) and which (B) are not sold at auctions conducted by the Auction Businesses during the Earnout Period (the " (collectively, the "Targets," and separately, a "TargetCollectibles Purchases "), then Seller plus (ii) the aggregate gross sales prices, or "hammer" prices, of all Collectible Coins or Sports Memorabilia sold by any of the Auction Businesses at any auctions conducted by the Auction Businesses during such Earnout Period (the " Auction Business Sales Revenues "), which shall be entitled determined in accordance with GAAP. Notwithstanding the foregoing, however, purchases of Collectible Coins and Collectible Sports Memorabilia in either Earnout Period from any Buyer Pre-Closing Customers (as hereinafter defined) shall be excluded from the determination of Net Revenues for such Period. For purposes hereof "Buyer Pre-Closing Customers" shall mean Persons who were known to receive such number Buyer or any of shares its Affiliates and identified on a customer list maintained in the ordinary course of AVRI Stock that has an aggregate Stated Value equal business by Buyer or any of its Affiliates prior to the dollar amounts shown on such exhibit corresponding Closing Date. Not later than the Closing Date, Buyer shall deliver or cause to such quarterly period be delivered to its independent public accountants (the "Contingent Purchase PriceBuyer’s Accountants"). Within sixty (60) days after each an accurate list of March 30the Buyer Pre-Closing Customers, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder which shall be paid maintained by Purchaser to Seller on or before February 28, 2000. In such accountants until one (1) year after the event that for any particular quarterly period expiration of the estimated aggregate gross revenues to be generated over second of the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller with respect to such quarterly period, and such Contingent Purchase Price shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13two Earnout Periods.

Contingent Purchase Price. In addition to Provided that Sellers are in compliance with the covenants contained in Section 5.8 below, the amount of the Contingent Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or Contingent Purchase Price Payment Date shall be equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" product of (collectively, the "Targets," and separately, a "Target"a) fifty percent (50%), then Seller times (b) net earned premiums, minus incurred losses (including incurred but not reported losses), minus loss adjustment expenses, and minus underwriting expenses for TBIC, each determined in accordance with GAAP for the sixteen (16) full calendar quarters following the Closing Date, times (c) one (1.00) minus an imputed federal income tax rate of thirty-five percent (35%). (a) Sellers shall be entitled have fifteen (15) days following receipt of the Contingent Purchase Price (the “Contingent Purchase Price Notice Period”) to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal deliver in writing to Purchaser either (i) their agreement as to the dollar amounts shown on such exhibit corresponding to such quarterly period (calculation of the "Contingent Purchase Price"). Within sixty , or (60ii) days after each (x) their dispute thereof, specifying in reasonable detail the nature of March 30the dispute and the amount of the Contingent Purchase Price the Sellers believe to be unpaid (such items in dispute, 1999the “Contingent Purchase Price Disputed Items” and such notice of the Contingent Purchase Price Disputed Items, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"the “Contingent Purchase Price Dispute Notice”), and (y) if the dispute pertains to reserve valuations, a reserve valuation report prepared by an actuary employed or retained by Sellers. If no objections are received by Purchaser from Sellers within the Contingent Purchase Price Notice Period, or if Sellers notify Purchaser in writing that Sellers accept the Contingent Purchase Price, then Purchaser’s payment of the Contingent Purchase Price shall be deemed final. If Sellers deliver to Purchaser a Contingent Purchase Price Dispute Notice prior to the expiration of the Contingent Purchase Price Notice Period, then Sellers and Purchaser shall calculate cooperate and shall cause their respective representatives to cooperate with the estimated aggregate gross revenues other parties and their representatives in good faith to be generated over seek to promptly resolve the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation DateContingent Purchase Price Disputed Items. Any Contingent Purchase Price earned hereunder shall be paid Disputed Items that are agreed to in writing by Sellers and Purchaser to Seller on or before February 28, 2000. In within fifteen (15) days of receipt of the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, Dispute Notice by Purchaser or paid to, Seller with respect to such quarterly period, other time as is mutually agreed in writing by Sellers and such Purchaser (the “Contingent Purchase Price Dispute Period”) shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books final and records relating to the Business binding upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13and Sellers.

Contingent Purchase Price. In addition to the Purchase Price and as (1) As additional consideration for the Seller's sale of the Company Auction Businesses and Acquired Assets from to Buyer, Buyer shall pay Seller to Purchaser, with respect to each quarterly period of 1999, if two (2) additional payments (the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New AgreementsEarnout Payments") that are estimated determined by the performance of the Auction Businesses during each of the two (2) twelve (12) month periods commencing on the Closing Date (each an "Earnout Period"). Each Earnout Payment shall be equal to generate revenues, in three percent (3%) of the aggregate over amount by which the next twelve month period Net Revenues (as determined by Purchaser defined herein) of the Auction Businesses in Purchaser's reasonable discretioneach Earnout Period exceed Forty Million Dollars ($40,000,000.00). "Net Revenues" for each Earnout Period shall mean the (i) subject to the exception set forth below in this Section 2.5(1), the sum of the actual purchase prices paid by Buyer or any of its Affiliates for Collectible Coins and Collectible Sports Memorabilia that (A) are greater than purchased by Buyer or equal to any of its Affiliates during such Earnout Period from any of the quarterly threshold applicable to such quarterly period set forth Auction Business Customers or Auction Business Consignors listed on EXHIBIT "C" the Auction Business Customer List or the Auction Business Consignor List and who were not also Buyer Pre-Closing Customers (collectively, as defined herein) and which (B) are not sold at auctions conducted by the Auction Businesses during the Earnout Period (the "Targets," and separately, a "TargetCollectibles Purchases"), then Seller shall be entitled to receive plus (ii) the aggregate gross sales prices, or "hammer" prices, of all Collectible Coins or Sports Memorabilia sold by any of the Auction Businesses at any auctions conducted by the Auction Businesses during such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period Earnout Period (the "Contingent Purchase Price"). Within sixty (60) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation DateAuction Business Sales Revenues"), Purchaser which shall calculate be determined in accordance with GAAP. Notwithstanding the estimated aggregate gross revenues foregoing, however, purchases of Collectible Coins and Collectible Sports Memorabilia in either Earnout Period from any Buyer Pre-Closing Customers (as hereinafter defined) shall be excluded from the determination of Net Revenues for such Period. For purposes hereof "Buyer Pre-Closing Customers" shall mean Persons who were known to Buyer or any of its Affiliates and identified on a customer list maintained in the ordinary course of business by Buyer or any of its Affiliates prior to the Closing Date. Not later than the Closing Date, Buyer shall deliver or cause to be generated over delivered to its independent public accountants (the next twelve month period from "Buyer's Accountants") an accurate list of the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder Buyer Pre-Closing Customers, which shall be paid maintained by Purchaser to Seller on or before February 28, 2000. In such accountants until one (1) year after the event that for any particular quarterly period expiration of the estimated aggregate gross revenues to be generated over second of the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller with respect to such quarterly period, and such Contingent Purchase Price shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in Section 13two Earnout Periods.

Contingent Purchase Price. In addition to (a) Within twenty (20) days after receipt from the Purchase Price and Company of a preliminary balance sheet of 12 the Company as additional consideration for of the sale Closing Date, Kellx Xxxxxx xxxll (i) prepare a final balance sheet of the Company Assets from Seller as of the Closing Date in accordance with GAAP and in a manner consistent with the accounting methodology utilized and agreed to Purchaser, by the Parties with respect to each quarterly period the preparation of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services Joint Balance Sheet (the "New AgreementsFinal Balance Sheet") and (ii) within such 20-day period, deliver to the Buyer, the Shareholders and Rosexxxxx Xxxx x xopy of such Final Balance Sheet and, based on that are estimated Final Balance Sheet and using the same method of calculation as described in Section 3.1, either deliver a revised calculation of the Initial Cash Distribution Amount or confirm to generate revenues, such Persons that there should be no change in the aggregate over the next twelve month period Initial Cash Distribution Amount (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectively, the "Targets," and separately, a "TargetFinal Cash Distribution Amount"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Price"). Within sixty (60) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Date. Any Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that either the Buyer or the Shareholders shall dispute the Final Cash Distribution Amount, as so determined by Kellx Xxxxxx, xxch Party shall, within thirty (30) days after receipt of Kellx Xxxxxx'x xxxermination, submit the Final Cash Distribution Amount to Deloitte & Touche LLP for any particular quarterly period determination in accordance with the estimated aggregate gross revenues methodology described above. Deloitte & Touche shall, within thirty (30) days thereafter, either deliver a revised calculation of the Final Cash Distribution Amount or confirm to such Persons that there should be generated over no change in the next twelve month period from the New Agreements fails to meet the Target for such quarterly periodFinal Cash Distribution Amount determined by Kellx Xxxxxx. Xxe Final Cash Distribution Amount, then no Contingent Purchase Price as so determined by Deloitte & Touche, shall be earned byfinal, or paid to, Seller with respect to such quarterly period, conclusive and such Contingent Purchase Price binding on the Parties and shall not be carried over subject to any subsequent quarterly periodjudicial review. Seller The expenses of Kellx Xxxxxx xxxll be borne by the Buyer. The expenses of Rosexxxxx Xxxx xxxll be borne by the Shareholders. The expenses of Deloitte & Touche shall have be borne in equal shares by the right Buyer, on the one hand, and the Shareholders, on the other hand. (b) If the Final Cash Distribution Amount exceeds the Initial Cash Distribution Amount, the Purchase Price of the accounts receivable listed on Exhibit c shall be adjusted to inspect Purchaser's books and records relating be equal to the Business upon three Final Cash Distribution Amount, and the Surviving Corporation, as successor in interest to the Company, shall pay the dividend declared in accordance with Section 3.2 within 10 days after the final determination of the Final Cash Distribution Amount. (3c) business If the Final Cash Distribution Amount is less than the Initial Cash Distribution amount, the Purchase Price of the accounts receivable listed on Exhibit C shall be decreased by such difference, and the Shareholders shall, within 10 days advance notice. Such inspection shall take place at after the address for Purchaser set forth final determination of the Final Cash Distribution Amount, pay such amount to the Surviving Corporation, as successor in Section 13interest to the Company, in proportion to the Company Common Stock owned by the Shareholders.

Contingent Purchase Price. (a) In addition to the Closing Date Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal subject to the quarterly threshold applicable to such quarterly period terms, conditions, and limitations set forth on EXHIBIT "C" (collectivelyin this Section 1.3, the "Targets," and separately, a "Target"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Price", provided that during the one-year period following the Closing Date (the “Measurement Period”), the Company generates the EBITDA Target (as defined below) during the Measurement Period. Within sixty 90 days of the first anniversary of the Closing Date, Buyer shall prepare and deliver to Seller a statement (60the “Earn Out Closing Statement”) days after each showing the EBITDA calculation during the Measurement Period with respect to Buyer’s operation of March 30, 1999, June 30, 1999, September 30, 1999 and December 31, 1999 the Company Business (each being referred without regard to separately any revenue generated or losses incurred as a "Reconciliation result of subsequent acquisitions or dispositions by Buyer relating to or in connection with the on-going operations of the Company Business following the Closing Date") as determined by Buyer in accordance with GAAP. At the request of Seller, Buyer shall deliver to Seller with its delivery of the Earn Out Closing Statement copies of all working papers in Buyer’s possession relevant to Buyer’s determination of the Company Business’ EBITDA for the Measurement Period. (b) If EBITDA during the Measurement Period as reflected on the Earn Out Closing Statement is less than or equal to Fourteen Million Dollars $14,000,000 (the “EBITDA Target”), Purchaser Seller shall calculate not be entitled to any of the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into Contingent Purchase Price. If EBITDA during the quarterly period ending Measurement Period as reflected on the subject Reconciliation Date. Any Earn Out Closing Statement exceeds the EBITDA Target, Seller shall be entitled to Contingent Purchase Price earned hereunder shall be paid by Purchaser in the amount based on the calculation set forth in the table below, subject to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no a maximum of $3,000,000 in Contingent Purchase Price shall be earned by, or paid to, Seller with respect to such quarterly period, Price; it being understood and such agreed that the Contingent Purchase Price shall not be carried over exceed $3,000,000 in the aggregate regardless of EBITDA level: $14,000,001 to any subsequent quarterly period$15,000,000 10% of the difference between EBITDA and $14,000,000 $15,000,001 to $16,000,000 20% of the difference between EBITDA and $15,000,000 $16,000,001 to $17,000,000 30% of the difference between EBITDA and $16,000,000 $17,000,001 to $18,000,000 40% of the difference between EBITDA and $17,000,000 $18,000,001 to $20,000,000 100% of the difference between EBITDA and $18,000,000. In the event Buyer does not receive written notice from Seller disputing its calculation of the amount set forth on the Earn Out Closing Statement within thirty (30) days following Buyer’s delivery of the same to Seller, Seller shall be deemed to have agreed to such calculation and to the right resulting Contingent Purchase Price payment (if any). (c) Buyer shall pay Seller the Contingent Purchase Price by wire transfer in immediately available funds within seven (7) days following the final determination of the Contingent Purchase Price, to inspect Purchaser's an account specified in writing by Seller. (d) During the Measurement Period, unless otherwise agreed to by Buyer and Seller, Buyer agrees (i) to use reasonable commercial efforts to cause the Company to operate consistent with Buyer’s other subsidiaries; (ii) not impose any “home office,” overhead or other similar charge on the Company that is not generally imposed on Buyer’s other subsidiaries and (iii) that if the Company is combined, consolidated, merged or liquidated, that Buyer will create and maintain books and records relating sufficient to enable Buyer and Seller to determine the Contingent Purchase Price. (e) Any disputes arising with respect to the Business upon three (3) business days advance notice. Such inspection application of this Section 1.3 shall take place at be resolved in the address for Purchaser same manner as set forth in Section 131.2(d).

Contingent Purchase Price. In addition to the Initial Purchase Price and as additional consideration for the sale of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectivelyPrice, the "Targets," and separatelyBuyer shall make the contingent purchase price payments (each, a "TargetContingent Payment"), then Seller ) to the Company specified in this Section 1.3 in the amounts and at the times set forth below subject in each case to the achievement of the performance criteria set forth below. Seventy percent (70%) of each Contingent Payment shall be entitled payable to receive such the Company in cash and thirty percent (30%) (the "Contingent Stock Consideration") of each Contingent Payment shall be payable to the Company in shares of Common Stock. The number of shares of AVRI Common Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "Contingent Purchase Shares") to be delivered at the time a Contingent Payment is due (each, a "Contingent Payment Closing Date") shall be calculated by dividing the Contingent Stock Consideration then due by the weighted average trading price of the Common Stock for the thirty (30) trading days immediately prior to (but not including) the Contingent Payment Closing Date (each, a "Contingent Payment Average Trading Price"); provided, however, that in the event the foregoing calculation results in any fractional share of Common Stock being payable to the Company hereunder, the Buyer shall pay to the Company cash in lieu of such fractional share in an amount equal to such fractional share multiplied by the respective Contingent Payment Average Trading Price. Within sixty Cash due at the Closing to the Company pursuant to this Section 1.3 shall be payable by wire transfer to an account specified in writing to the Buyer not less than two (602) days after each of March 30, 1999, June 30, 1999, September 30, 1999 prior to the applicable Contingent Payment Closing Date and December 31, 1999 (each being referred stock certificates representing the Contingent Shares shall be delivered to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending Company on the subject Reconciliation Dateapplicable Contingent Payment Closing Date or as soon thereafter as practicable. Any Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller A sample calculation made in accordance with respect to such quarterly period, and such Contingent Purchase Price shall not be carried over to any subsequent quarterly period. Seller shall have the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser this Section 1.3 is set forth in EXHIBIT 1.3. (a) On the FIRST anniversary of the Closing, the Buyer shall pay to the Company on such anniversary a Contingent Payment equal to seven and one-half percent (7.5%) multiplied by the sum of (i) fifty percent (50%) of the Revenue Valuation and (ii) fifty percent (50%) of the Pre-Tax Valuation. (b) On the SECOND anniversary of the Closing, the Buyer shall pay to the Company on such anniversary a Contingent Payment equal to seven and one-half percent (7.5%) multiplied by the sum of (i) fifty percent (50%) of the Revenue Valuation and (ii) fifty percent (50%) of the Pre-Tax Valuation. (c) On the THIRD anniversary of the Closing, the Buyer shall pay to the Company on such anniversary a Contingent Payment equal to seven and one-half percent (7.5%) multiplied by the sum of (i) fifty percent (50%) of the Revenue Valuation and (ii) fifty percent (50%) of the Pre-Tax Valuation. (d) On the FOURTH anniversary of the Closing, the Buyer shall pay to the Company on such anniversary a Contingent Payment equal to seven and one-half percent (7.5%) multiplied by the sum of (i) fifty percent (50%) of the Revenue Valuation and (ii) fifty percent (50%) of the Pre-Tax Valuation. (e) For purposes of this Section 13.1.3:

Contingent Purchase Price. In addition to the Purchase Price and as additional consideration for the sale The purchase price shall also be comprised of the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" following contingent payments (collectively, the "Targets," and separately, a "Target"), then Seller shall be entitled to receive such number of shares of AVRI Stock that has an aggregate Stated Value equal to the dollar amounts shown on such exhibit corresponding to such quarterly period (the "“Contingent Purchase Price"”): (i) Pursuant to the provisions of this Section 2.5(b)(i), (x) Buyer shall pay to Seller $2 million in the event the Revenues of the Business for the calendar year 2005 (the “First Earn-Out Period”) meets the agreed-upon Revenues target for such Earn-Out Period, and/or (y) Buyer shall pay to Seller $2 million in the event the Revenues of the Business for the calendar year 2006 (the “Second Earn-Out Period”) meets the agreed-upon Revenues target for such Earn-Out Period. (ii) As part of the overall audit of Parent’s financial statements, Parent shall cause the Revenues of the Business for calendar years 2005 and 2006 to be audited. On or prior to April 30 of the year immediately following each Earn-Out Period, Buyer shall prepare and deliver to Seller a statement setting forth the Revenues of the Business for such Earn-Out Period, which Revenues shall have been audited. If the Revenues of the Business for an Earn-Out Period exceed the target set forth in Section 2.5(b)(i) for such Earn-Out Period, Buyer shall, concurrently with the delivery of the statement, pay to Seller the Contingent Purchase Price with respect to such Earn-Out Period. (iii) In the event the target Revenues of the Business for an Earn-Out Period are not reached, as set forth in the statement delivered in accordance with Section 2.5(b)(ii), Seller shall have forty-five (45) days after receipt of the statement relating to such Earn-Out Period from Buyer (the “Revenue Dispute Period”) to dispute the calculation of Revenues of the Business set forth therein (a “Revenue Dispute”). Within If Seller does not give written notice of a Revenue Dispute (a “Revenue Dispute Notice”) within the Revenue Dispute Period to Buyer, then the calculation of Revenues of the Business shall be deemed to have been accepted and agreed to by Seller in the form in which it was delivered by Buyer and shall be final and binding upon the parties hereto. Any Revenue Dispute Notice issued by Seller shall set forth in reasonable detail the elements and amounts with which it disagrees. During the forty-five (45) day period following receipt by Buyer of such Revenue Dispute Notice, Seller and Buyer shall attempt to resolve such Revenue Dispute and agree in writing upon the final amount of Revenues of the Business and the appropriate Contingent Purchase Price payment based thereon. In connection with any Revenue Dispute, Seller shall have the full benefit of Section 8.3. (iv) If Seller and Buyer are unable to resolve any Revenue Dispute within the forty-five (45) day period after Buyer’s receipt of a Revenue Dispute Notice, then the parties shall engage the Arbitrating Accountant to settle such Revenue Dispute as soon as practicable (but in any event within sixty (60) days after each days). In connection with the resolution of March 30any Revenue Dispute, 1999the Arbitrating Accountant shall have access to all documents, June 30records, 1999work papers, September 30facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant’s award with respect to any Revenue Dispute shall be final and binding upon the parties hereto, 1999 and December 31, 1999 (each being referred to separately as a "Reconciliation Date"), Purchaser shall calculate the estimated aggregate gross revenues to judgment may be generated over the next twelve month period from the New Agreements entered into during the quarterly period ending on the subject Reconciliation Dateaward. Any The costs and expenses of the Arbitrating Accountant shall be borne entirely by Buyer, unless it turns out that the calculation of Revenues of the Business does not lead to the payment of the full amount of the Contingent Purchase Price earned hereunder shall be paid by Purchaser to Seller on or before February 28, 2000. In the event that for any particular quarterly period the estimated aggregate gross revenues to be generated over the next twelve month period from the New Agreements fails to meet the Target for such quarterly period, then no Contingent Purchase Price shall be earned by, or paid to, Seller with respect to the Earn-Out Period, in which case such quarterly period, costs and such Contingent Purchase Price expenses shall not be carried over borne entirely by Seller. (v) Any payment required to any subsequent quarterly period. be made under this Section 2.5(b) to Seller shall have the right to inspect Purchaser's books and records relating be made by wire transfer of immediately available funds to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth account designated in Section 13writing by Seller.

Contingent Purchase Price. In addition The Escrow Agent, pursuant to an Escrow Agreement which is attached hereto as Exhibit 33, shall be instructed to deliver to the Purchase Price and as additional consideration for Seller at the sale end of two years from the Company Assets from Seller to Purchaser, with respect to each quarterly period of 1999, if the former employees of Seller are responsible for Purchaser's execution of new agreements for medical transcription services date hereof ("New Agreements") that are estimated to generate revenues, in the aggregate over the next twelve month period (as determined by Purchaser in Purchaser's reasonable discretion), that are greater than or equal to the quarterly threshold applicable to such quarterly period set forth on EXHIBIT "C" (collectively, the "Targets," and separately, a "TargetDetermination Date"), then Seller shall be entitled to receive such the number of shares of AVRI Hampshire Common Stock that has an aggregate Stated as equals $130,000 worth of such stock (based on the Fair Market Value equal to of such stock) provided Vintage achieves eighty percent (80%) of the dollar amounts shown on such exhibit corresponding to such quarterly period net income as set forth in the Budget for the Year Ending December 31, 1995 (the "Contingent Purchase Price1995 Financial Condition"). Within sixty , attached hereto as Exhibit 23 and made a part hereof; and to deliver the number of shares of Hampshire Common Stock as equals $130,000 worth of such Stock (60based on the Fair Market Value of such stock) days after each of March 30, 1999, June 30, 1999, September 30, 1999 and provided Vintage achieves an equal income performance for the year ending December 31, 1999 1996 (each being referred the "1996 Financial Condition") as required for the year ending December 31, 1995 as set forth above. If the number of shares of Hampshire Common Stock due to separately as a "Reconciliation Date")Seller pursuant to this Section 4(c) is less than 26,000 shares, Purchaser the Escrow Agent shall calculate return the estimated aggregate gross revenues balance of such shares to the Buyer within five days. All transfers of Hampshire Common Stock by the Escrow Agent hereunder, shall be generated over effected by the next twelve month period from Escrow Agent through Hampshire. If the New Agreements entered into during number of shares of Hampshire Common Stock due to Seller pursuant to this Section 4(c) is greater than 26,000, Buyer shall within five days provide to Seller such excess or the quarterly period ending cash equivalent of such excess (based on the subject Reconciliation average value of such stock for the sixty days preceding the Determination Date). Any Contingent Purchase Price earned hereunder Further, if on the business day immediately preceding the Determination Date, the closing price of the Hampshire Common Stock as quoted on NASDAQ, or other exchange, is equal to or less than five dollars ($5) per share, either Buyer or Seller may, on the Determination Date, opt (the "Cash Option") that in lieu of the Escrow Agent delivering to the Seller the escrowed Hampshire Common Stock, Buyer shall be paid by Purchaser pay to Seller on (i) $130,000 if only one of either the 1995 Financial Condition or before February 28, 2000the 1996 Financial Condition is satisfied by Buyer pursuant to this Section 3(c) or (ii) $260,000 if both the 1995 Financial Condition and the 1996 Financial Condition are satisfied by the Buyer pursuant to this Section 3(c). In the event that for any particular quarterly period either Buyer or Seller exercises the estimated aggregate gross revenues Cash Option, the Escrow Agent shall return to be generated over the next twelve month period from Buyer the New Agreements fails to meet the Target for escrowed Hampshire Common Stock within five days of such quarterly period, then no Contingent Purchase Price exercise. This Section 3(c) shall be earned bysubject to the Buyer's rights under and limitations and restrictions of Section 13 hereof. Notwithstanding the above, or paid to, Seller with respect to such quarterly period, and such Contingent Purchase Price the shares of Hampshire Common Stock shall not be carried over to any subsequent quarterly period. delivered on the Determination Date without the Seller shall have first having made adequate financial provision for the right to inspect Purchaser's books and records relating to the Business upon three (3) business days advance notice. Such inspection shall take place at the address for Purchaser set forth in requirements of Section 1313 hereof.