Common use of Initial Payment Clause in Contracts

Initial Payment. (a) Subject to Section 2.6 hereof, at the Closing, Purchaser or a Purchaser Affiliate shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to the Initial Payment, minus an aggregate amount equal to the sum of (A) $2,700,000 of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures Order, by wire transfer of immediately available funds to an account designated to Purchaser in writing by Seller prior to the Closing Date. Prior to Closing, Purchaser and Seller shall mutually agree upon an allocation of the Purchase Price for the Purchased Assets among the Seller and the respective Assigning Subsidiaries, and the amount payable at the Closing pursuant to this Section 2.3 and pursuant to Sections 2.4, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may be. (b) If the Closing shall have occurred on or prior to April 30, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates shall pay to Seller and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interest. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Estimated Closing Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.3(c); and (iii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments.

Initial Payment. (ai) Subject to Section 2.6 hereof, at At the Closing, Purchaser or a Purchaser Affiliate Buyer shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to the Initial Payment, minus an aggregate amount equal to the sum of (A) $2,700,000 of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures OrderSeller, by wire transfer of immediately available funds to an such bank account as shall be designated to Purchaser in writing by Seller prior Seller, an amount in cash equal to five million nine hundred thousand ($5,900,000) dollars (the “Initial Payment”). Notwithstanding the foregoing, the Initial Payment shall be adjusted, on a dollar for dollar basis, by the amount by which the value of the Inventory on the Inventory Date is either greater or less than nine hundred thousand ($900,000) dollars. (ii) At the close of business on the Closing Date. Prior to Closing, Purchaser Buyer and Seller shall mutually agree upon an allocation jointly make a physical inspection and count of the Purchase Price for Inventory consisting of prescription pharmaceutical products, at the Purchased Assets among location of the Seller and the respective Assigning SubsidiariesPharmacy, and determine the amount payable at value of such Inventory. The value of such Inventory shall be determined based on the Seller’s weighted average acquisition cost for each item of product included in the Inventory. The parties agree that in determining the value of the Inventory, any Inventory consisting exclusively of prescription pharmaceutical products that have not been dispensed by Seller during the six months preceding the Closing Date shall be excluded. (iii) If the value of the Inventory on the Closing Date as determined in accordance with Section 2(a)(ii) hereof is greater than nine hundred thousand ($900,000) dollars Buyer shall pay such difference to Seller. If the value of the Inventory on the Closing Date as determined in accordance with Section 2(a)(ii) hereof is less than nine hundred thousand ($900,000) dollars Buyer shall pay such difference to Seller. Any payment required pursuant to this Section 2.3 and 2(a)(iii) shall be made by the respective party owing such payment to the other party within five (5) Business Days following the date such amount is determined pursuant to Sections 2.4, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may beSection 2(a)(ii) above. (biv) If Following the Closing shall have occurred on or prior to April 30Closing, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates Buyer shall pay to Seller an additional amount (the “Additional Payment”) determined as set forth in Sections 2(b) and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interest2(c) below. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Estimated Closing Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.3(c); and (iii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments.

Initial Payment. (ai) Subject to Section 2.6 hereof, The Company has provided Parent with a payment schedule (the “Initial Payment Allocation Schedule”) which sets forth an illustrative allocation of the Initial Purchase Price payable at the Closing, Purchaser or a Purchaser Affiliate shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to Closing among the Initial Payment, minus an aggregate amount equal to the sum Equityholders and any holders of (A) $2,700,000 Indebtedness of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures Order, by wire transfer of Company immediately available funds to an account designated to Purchaser in writing by Seller prior to the Closing Date(such amount, the “Closing Indebtedness”). Prior The Company shall deliver to Closing, Purchaser and Seller shall mutually agree upon Parent an allocation of the Purchase Price for the Purchased Assets among the Seller and the respective Assigning Subsidiaries, and the amount payable at the Closing pursuant to this Section 2.3 and pursuant to Sections 2.4, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may be. (b) If the Closing shall have occurred on or prior to April 30, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates shall pay to Seller and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date updated Initial Payment Interest. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise Allocation Schedule not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later less than three (3) Business Days prior to the Estimated anticipated Closing Date to reflect any changes thereto. The Initial Payment Allocation Schedule has been (and any update thereof will be), after reduction of the Closing Indebtedness, prepared in accordance with the Certificate of Incorporation of the Company, the terms and conditions of this Agreement and the terms of the Company Option Plan and all agreements related thereto, each as in effect immediately prior to the Closing, and Parent shall be permitted to rely, without further inquiry, on the Initial Payment Allocation Schedule (and any update thereof) in making payment of the Initial Purchase Price to the Equityholders and any holders of Closing Indebtedness. (ii) As soon as practicable following the execution of this Agreement, the Company shall deliver to each Stockholder a Letter of Transmittal in substantially the form attached hereto as Exhibit C (each, a “Letter of Transmittal”) (which Letter of Transmittal may have been circulated by the Company prior to execution of this Agreement). Following the receipt by Parent of a duly completed and executed Letter of Transmittal from a Stockholder together with (A) the surrender of the certificates relating to the Company Capital Stock cancelled by such Letter of Transmittal or (B) an affidavit of lost stock certificate in form and substance reasonably acceptable to Parent relating to the Company Capital Stock cancelled by such Letter of Transmittal, but in no event later than three (3) Business Days following receipt by Parent of such Letter of Transmittal (provided that no such payment shall be due prior to the Effective Time), Parent shall deliver to such Stockholder and such Stockholder shall be entitled to receive, in exchange therefore, by check or wire transfer (as selected by such Stockholder) an amount in cash equal to such portion of the Merger Consideration to which such Stockholder is entitled in accordance with the Initial Payment Allocation Schedule relating to the Shares which are the subject of such Letter of Transmittal. If, and to the extent that, any Stockholder delivers, or has delivered, to Parent a duly completed and executed Letter of Transmittal and the other items called for by this Section 3.6(a)(ii) at least one (1) Business Day prior to the Closing, Parent shall deliver the Merger Consideration on the Closing Date or within one (1) Business Day thereafter to such Stockholder. (iii) On the Closing Date, Purchaser Parent shall provide Seller with written notice pay the Closing Indebtedness to the holders of Indebtedness of the following: (i) the name of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group Company in accordance with this Section 2.3(c); and the updated Initial Payment Allocation Schedule. The payment shall be made to the holders of Indebtedness of the Company in cash by wire transfer of immediately available funds into accounts designated on the Initial Payment Allocation Schedule. (iiiiv) On the specific type Closing Date, Parent shall pay the Estimated Unpaid Company Transaction Expenses (if any) in accordance with the updated Initial Payment Allocation Schedule. The payment shall be made in cash by wire transfer of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency paymentsimmediately available funds into accounts designated on the Initial Payment Allocation Schedule.

Initial Payment. (ai) Subject to Section 2.6 hereof, at the Closing, Purchaser or a Purchaser Affiliate shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to the Initial Payment, minus an aggregate amount equal to the sum of Not later than two (A2) $2,700,000 of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures Order, by wire transfer of immediately available funds to an account designated to Purchaser in writing by Seller Business Days prior to the Closing Date. Prior to Closing, Purchaser the Company shall provide Parent and Seller shall mutually agree upon the Equityholder Representative with a payment schedule (the “Initial Payment Allocation Schedule”) which sets forth an illustrative allocation of the Purchase Price for the Purchased Assets among the Seller and the respective Assigning Subsidiaries, and the amount Initial Merger Consideration payable at the Closing pursuant to among the Equityholders. The Initial Payment Allocation Schedule has been (and any update thereof will be), prepared by the Company in accordance with the Certificate of Incorporation of the Company, the terms and conditions of this Section 2.3 Agreement, the terms and pursuant to Sections 2.4conditions of any Convertible Note and all agreements related thereto, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder each as in effect immediately prior to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may beClosing. (bii) If As soon as practicable following the Closing shall have occurred on or prior to April 30, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates shall pay to Seller and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interest. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in execution of this Agreement, the Company shall deliver to each Stockholder and holder of Convertible Notes a Letter of Transmittal in substantially the form attached hereto as Exhibit D (each, a “Letter of Transmittal”). Following the receipt by the Equityholder Representative of a duly completed and executed Letter of Transmittal from a Stockholder or holder of Convertible Notes in form and substance reasonably acceptable to Parent relating to the Company Capital Stock cancelled by such Letter of Transmittal together with respect (A) the surrender of the certificates relating to Assigning Subsidiaries thatthe Company Capital Stock, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate Convertible Note relating to any outstanding balance, cancelled by such Assigning Subsidiary pursuant Letter of Transmittal or (B) an affidavit of lost stock certificate in form and substance reasonably acceptable to this Section 2.3 (Parent relating to the extent related to a Purchased Financing Contract) shallCompany Capital Stock cancelled by such Letter of Transmittal, but in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not no event later than three (3) Business Days following receipt by Equityholder Representative of such Letter of Transmittal (provided that no such payment shall be due prior to the Estimated Closing DateEffective Time), Purchaser the Equityholder Representative shall provide Seller with written notice deliver to such Stockholder or holder of Convertible Notes and such Stockholder or holder of Convertible Notes shall be entitled to receive, in exchange therefore, such portion of the following: (i) the name Merger Consideration to which such Stockholder or holder of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group Convertible Notes is entitled in accordance with this Section 2.3(c); the Initial Payment Allocation Schedule and any Future Payment Allocation Schedule relating to the Shares or outstanding balance which are the subject of such Letter of Transmittal. (iii) Simultaneously with the specific type Closing, PDI or Parent will deliver (or caused to be delivered) to the Equityholder Representative, for the benefit of foreign currency that such Purchaser or Purchaser Affiliate desires and for distribution to utilize the Equityholders, the Initial Merger Consideration, as adjusted pursuant to this Article III. For purposes of clarity, the aggregate amount payable to the Equityholder Representative for such foreign currency paymentsdistribution to the Equityholders at the Closing shall not exceed the Initial Merger Consideration, as adjusted pursuant to this Article III.

Initial Payment. At the Effective Time, by virtue of the Merger and without any action on the part of the Stockholders, Company, Purchaser, Merger Sub, the Surviving Corporation or any of their respective Subsidiaries: (a) Subject to Section 2.6 hereof, at the Closing, Purchaser or a Purchaser Affiliate shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to the Initial Payment, minus an aggregate amount equal to the sum Each share of (A) $2,700,000 common stock of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") Merger Sub issued and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures Order, by wire transfer of outstanding immediately available funds to an account designated to Purchaser in writing by Seller prior to the Closing Date. Prior to ClosingEffective Time shall be converted into and exchanged for one (1) validly issued, Purchaser fully paid and Seller shall mutually agree upon an allocation nonassessable share of common stock of the Purchase Price for the Purchased Assets among the Seller and the respective Assigning SubsidiariesSurviving Corporation, and the amount payable at the Closing pursuant to this Section 2.3 and pursuant to Sections 2.4, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may be$0.001 par value per share. (b) If the Closing shall have occurred on or All shares of Company Common Stock owned by Company as treasury stock immediately prior to April 30the Effective Time shall automatically be canceled and retired and cease to exist, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates no payment shall pay to Seller and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interestbe made with respect thereto. (c) Notwithstanding anything to At the contrary in this Section 2.3 or elsewhere in this AgreementEffective Time, with respect to Assigning Subsidiaries that, in the ordinary course each share of business, maintain balance sheets denominated in Company Common Stock other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, Dissenting Shares shall automatically be converted for the purposes of making such payment into the currency right to receive cash in which payments due under such Purchased Financing Contract are denominated using an amount per share equal to (i) (X) Five Million Five Hundred Thousand Dollars ($5,500,000) (the exchange rate for such currency established "Closing Payment"), plus (Y) the Post Closing Payment determined in a bona fideaccordance with Section 3.1(e) hereof (together with the Closing Payment, arms-length transaction the "Initial Payment"), plus (Z) the Additional Amount determined in accordance with Section 3.2, divided by Purchaser (ii) the total number of shares of Company Common Stock issued and outstanding at the Effective Time. At or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Estimated Effective Time, Company shall pay to Viant Group, Xxxxxx Godward LLP and Xxxxxxxx & Xxxxxxxx Transaction Expenses accrued but unpaid through the Effective Time. (d) Within forty-five (45) days following the Closing Date, Purchaser shall provide Seller with deliver to the Stockholder Representative a consolidated closing statement (the "Closing Statement") of Company as of the Closing Date, which shall set forth the amount of cash on hand of Company and Company Subsidiaries as of the Effective Time, less the amount of any transaction costs and expenses of Company or Company Subsidiaries relating to the Merger (including, without limitation, fees payable to Viant Group, Xxxxxx Godward LLP and Xxxxxxxx & Xxxxxxxx (the "Company Transaction Expenses")) which were not paid in cash at or prior to the Effective Time and less the amount of any indebtedness for borrowed money of Company or Company Subsidiaries as of the Effective Time (such amount being referred to as the "Closing Adjusted Cash Balance"). If, within ten (10) business days after delivery of the Closing Statement, the Stockholder Representative shall determine that there is an inaccuracy in the Closing Statement, the Stockholder Representative shall deliver to Purchaser a written notice of (the following: "Closing Statement Dispute Notice") setting forth such alleged inaccuracy (ithe "Closing Statement Disputed Matters"). Purchaser and the Stockholder Representative shall endeavor in good faith to resolve the Closing Statement Disputed Matters by mutual agreement. If, within five (5) business days after the name Stockholder Representative delivers the Closing Statement Dispute Notice to Purchaser (the "Closing Statement Negotiation Period"), all Closing Statement Disputed Matters are resolved to the mutual satisfaction of Purchaser and each the Stockholder Representative, the Closing Statement shall be revised to reflect such understanding and such revised Closing Statement shall be the "Closing Statement" for purposes of this Agreement. If Purchaser Affiliate and Stockholder Representative are unable to reach a mutually satisfactory resolution of any Closing Statement Disputed Matters during the Closing Statement Negotiation Period, Purchaser and the Stockholder Representative shall promptly submit any Closing Statement Disputed Matters to an independent accounting firm (including other than Purchaser's accountants) mutually selected by Purchaser and the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from Stockholder Representative (the "Independent Accountant"). Such submission may include any additional statements or supporting materials furnished on a member timely basis by Purchaser or the Stockholder Representative. The decision of the Seller Group at Closing and (ii) the name of Independent Accountant shall be binding on Purchaser and each the Stockholder Representative, the Closing Statement shall be revised to reflect such decision and such revised Closing Statement shall be the "Closing Statement" for purposes of this Agreement. All costs and fees incurred by the Independent Accountant shall be borne by Purchaser Affiliate that desires if an adjustment to make foreign currency payments the Closing Statement is required and by the Stockholders if the Closing Statement remains unchanged. (e) After the Effective Time, the Stockholders holding Company Common Stock other than Dissenting Shares shall have the right to any member receive cash in an amount equal to Five Hundred Thousand Dollars ($500,000), less the amount by which the Closing Adjusted Cash Balance is less than Five Hundred Thousand Dollars ($500,000) (the "Post Closing Payment"). Each Stockholder who has delivered the documents required under Section 3.4 hereof shall have the right to receive such Stockholder's portion of the Seller Group Post Closing Payment, if any, within three (3) business days following the final determination of the Closing Statement as provided in accordance with this subsection (d) above. In the event that the Closing Adjusted Cash Balance is less than $0, the amount of such deficiency (the "Cash Balance Deficiency") shall be deducted by Purchaser from any amount otherwise payable pursuant to Section 2.3(c); and (iii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments3.2 below.

Initial Payment. The Company shall pay to Optionee an initial payment (the "Initial Payment") to be paid in two installments beginning immediately. (i) The amount of the Initial Payment per option shall be Fifty-five (55) Dollars minus the Exercise Price, as defined in the Original Option Agreement. For further clarity, the total Initial Payment shall equal the difference between Fifty-five (55) Dollars and the Exercise Price, multiplied by the Number of Options Sold. (ii) Unless either of the two following circumstances occur, twenty-five percent (25%) of the Initial Payment shall be paid no later than December 31, 1995 and seventy-five percent (75%) of the Initial Payment shall be paid by December 31, 1996: (a) Subject to Section 2.6 hereofIf the Optionee is terminated for Cause before March 31, at the Closing, Purchaser 1998 or a Purchaser Affiliate shall pay Voluntary Resignation Date occurs before March 31, 1998, the Optionee will forfeit the right to Seller any portion of the Initial Payment that has not been paid to the Optionee as of the date of Optionee's termination for Cause or an Assigning Subsidiarythe Voluntary Resignation Date, as applicableappropriate. However, an aggregate amount equal if Optionee is terminated without Cause prior to March 31, 1998 or ceases to be employed by the Company as the result of death or a Disability, the Optionee will not forfeit his or her right to the Initial Payment. If Optionee is still employed by the Company on March 31, minus an aggregate amount equal 1998, Optionee will not forfeit the right to the sum Initial Payment due to resignation or termination after that date, provided a Voluntary Resignation Date does not occur without the Optionee providing the Company with at least ten (10) months prior notice of his or her intention to resign. If a Voluntary Resignation Date occurs without the Optionee providing the Company with ten (A10) $2,700,000 of months prior notice, Optionee will forfeit the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures Order, by wire transfer of immediately available funds right to an account designated to Purchaser in writing by Seller prior to the Closing Date. Prior to Closing, Purchaser and Seller shall mutually agree upon an allocation of the Purchase Price for the Purchased Assets among the Seller and the respective Assigning Subsidiaries, and the amount payable at the Closing pursuant to this Section 2.3 and pursuant to Sections 2.4, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be Initial Payment that has not been paid a portion to the Optionee as of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may beVoluntary Resignation Date. (b) If one or more of the Closing shall have occurred on or prior to April 30circumstances resulting in Restrictions for Protecting the Company, 2002as enumerated in Section 4, in addition to occurs, payment of the Initial Payment, Purchaser and Purchaser Affiliates shall pay to Seller and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interest. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to will be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (delayed to the extent related to a Purchased Financing Contractprovided in Section 4. Except as provided in Section 3(a) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Estimated Closing Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) (a), the name Initial Payment shall not be forfeited as a result of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of a Restriction for Protecting the Seller Group in accordance with this Section 2.3(c); and (iii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency paymentsCompany.

Initial Payment. (ai) Subject to Section 2.6 hereof, at At the Closing, Purchaser or a Purchaser Affiliate Buyer shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to the Initial Payment, minus an aggregate amount equal to the sum of (A) $2,700,000 of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures OrderSeller, by wire transfer of immediately available funds to an such bank account as shall be designated to Purchaser in writing by Seller prior Seller, an amount in cash equal to five million four hundred thousand ($5,400,000) dollars (the “Initial Payment”). Notwithstanding the foregoing, the Initial Payment shall be adjusted, on a dollar for dollar basis, by the amount by which the value of the Inventory on the Inventory Date is either greater or less than nine hundred thousand ($900,000) dollars. (ii) At the close of business on the Closing Date. Prior to Closing, Purchaser Buyer and Seller shall mutually agree upon an allocation jointly make a physical inspection and count of the Purchase Price for Inventory consisting of prescription pharmaceutical products, at the Purchased Assets among location of the Seller and the respective Assigning SubsidiariesPharmacy, and determine the amount payable at value of such Inventory. The value of such Inventory shall be determined based on the Seller’s weighted average acquisition cost for each item of product included in the Inventory. The parties agree that in determining the value of the Inventory, any Inventory consisting exclusively of prescription pharmaceutical products that have not been dispensed by Seller during the six months preceding the Closing Date shall be excluded. (iii) If the value of the Inventory on the Closing Date as determined in accordance with Section 2(a)(ii) hereof is greater than nine hundred thousand ($900,000) dollars Buyer shall pay such difference to Seller. If the value of the Inventory on the Closing Date as determined in accordance with Section 2(a)(ii) hereof is less than nine hundred thousand ($900,000) dollars Buyer shall pay such difference to Seller. Any payment required pursuant to this Section 2.3 and 2(a)(iii) shall be made by the respective party owing such payment to the other party within five (5) Business Days following the date such amount is determined pursuant to Sections 2.4, 2.5 and 2.6 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may beSection 2(a)(ii) above. (biv) If Following the Closing shall have occurred on or prior to April 30Closing, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates Buyer shall pay to Seller an additional amount (the “Additional Payment”) determined as set forth in Sections 2(b) and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interest2(c) below. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Estimated Closing Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.3(c); and (iii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments.

Initial Payment. (a) Subject to Section 2.6 hereof, at the Closing, Purchaser or a Purchaser Affiliate Affiliates shall pay to Seller or an Assigning Subsidiary, as applicable, an aggregate amount equal to the Initial Payment, minus an aggregate amount equal to the sum of (A) $2,700,000 19,000,000 of the good faith deposit submitted by Purchaser in connection with the Original Purchase Agreement (the "Good Faith Deposit") and (B) interest accrued thereon from November 8, 2002 to, but excluding the Closing Date, in accordance with the Bidding Procedures Order, by wire transfer or transfers of immediately available funds to an account accounts designated to Purchaser in writing by Seller prior to the Closing Date. Prior to Closing, Purchaser and Seller shall mutually agree upon an allocation of the Purchase Price for the Purchased Assets among the Seller and the respective Assigning Subsidiaries, and the amount payable at the Closing pursuant to this Section 2.3 and pursuant to Sections 2.4, 2.5 2.5, 2.6 and 2.6 2.7 shall be allocated and paid accordingly by Purchaser and the Purchaser Affiliates, respectively; provided, however, that Purchaser shall not be relieved of its obligation to pay the Purchase Price hereunder to the extent any Purchaser Affiliate fails to pay its allocable portion of the Purchase Price pursuant hereto. Seller and each Assigning Subsidiary shall be paid a portion of the aggregate Purchase Price equal to the Purchase Price of the Purchased Assets transferred by Seller or such Assigning Subsidiary, as the case may be, after taking into consideration the Assumed Liabilities of any of Seller or such Assigning Subsidiary. Purchaser shall pay Seller by wire transfer the portion of the Initial Payment allocable to the Purchased Assets transferred by Seller prior to any wire transfers of amounts to Assigning Subsidiaries with respect to the balance of the Initial Payment. Upon receipt by Seller of such wire transfer, Seller shall remit by wire transfer to each Assigning Subsidiary as a capital contribution the amount, if any, necessary to prevent such Assigning Subsidiary from becoming an Insolvent Subsidiary as a result of the sale of the Purchased Assets transferred by such Assigning Subsidiary pursuant to the terms hereof; provided, however, that Seller shall not be obligated to remit any amounts to an Assigning Subsidiary in excess of the difference between (i) 100% of the Net Book Value of the Purchased Assets to be transferred by such Assigning Subsidiary and (ii) 67% of the Net Book Value of the Purchased Assets to be transferred by such Assigning Subsidiary. Concurrently, Purchaser shall pay to each Assigning Subsidiary the portion of the Purchase Price allocable to the Purchased Assets transferred by such Assigning Subsidiary by wire transfer at such time as Purchaser receives confirmation that any wire transfer from Seller to such Assigning Subsidiary required by the preceding sentence has been received. In the event the Two Closing Premium is payable, Seller and each Assigning Subsidiary shall be allocated and paid a portion of the Two Closing Premium equal to Purchase Price payable to Seller or such Assigning Subsidiary, as the case may be and as provided in the preceding sentence, divided by the total Purchase Price hereunder. (b) If the Closing shall have occurred on or prior to April 30, 2002, in addition to the Initial Payment, Purchaser and Purchaser Affiliates shall pay to Seller and Assigning Subsidiaries an aggregate amount equal to the Cut-Off Date Initial Payment Interest. (c) Notwithstanding anything to the contrary in this Section 2.3 or elsewhere in this Agreement, with respect to Assigning Subsidiaries that, in the ordinary course of business, maintain balance sheets denominated in other than U.S. dollars, any payments to be made by Purchaser or a Purchaser Affiliate to any such Assigning Subsidiary pursuant to this Section 2.3 (to the extent related to a Purchased Financing Contract) shall, in the sole discretion of such Assigning Subsidiary, be converted for the purposes of making such payment into the currency in which payments due under such Purchased Financing Contract are denominated using the exchange rate for such currency established in a bona fide, arms-length transaction by Purchaser or a Purchaser Affiliate on customary market terms with a currency exchange broker/market maker that is otherwise not an Affiliate of the Purchaser or a Purchaser Affiliate in effect three (3) Business Days prior to the applicable Closing Date; provided, however, neither Purchaser nor any Purchaser Affiliate shall be obligated to make payments hereunder in currency other than U.S. dollars, Japanese Yen, Euros or Pounds Sterling. Not later than three (3) Business Days prior to the Estimated Closing Date, Purchaser shall provide Seller with written notice of the following: (i) the name of Purchaser and each Purchaser Affiliate (including the country/state of incorporation and VAT/GST registration status) that will be acquiring Purchased Assets from a member of the Seller Group at Closing and (ii) the name of Purchaser and each Purchaser Affiliate that desires to make foreign currency payments to any member of the Seller Group in accordance with this Section 2.3(c); and (iii) the specific type of foreign currency that such Purchaser or Purchaser Affiliate desires to utilize for such foreign currency payments.