Termination for Insufficient Funding The State may immediately terminate this Contract if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services addressed within this Contract. Termination must be by written notice to the Contractor. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that dedicated funds are available. The State will not be assessed any penalty if the Contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Contractor notice of the lack of funding. This notice will be provided within a reasonable time of the State’s receiving notice.
Payment of the Purchase Price (a) Subject to Section 2.5, in consideration for the sale of the Purchased Interests pursuant to Section 2.1(b), the Purchaser shall pay an aggregate amount equal to (i) the Base Price, less (ii) the Estimated Closing Date Debt, less (iii) the Estimated Closing Date Transaction Expenses, less (iv) the Estimated Working Capital Deficit, if any, plus (v) the Estimated Closing Date Cash (such calculated amount, the “Purchase Price”). At the Closing, in the following chronological order, the Purchaser shall pay: (i) on behalf of the Sellers and the Company, as the case may be, and as directed by the Sellers’ Representative, the amounts necessary to pay the Estimated Closing Date Transaction Expenses (which such amounts and payees the Sellers’ Representative shall deliver to the Purchaser prior to the Closing); (ii) to the holders of any Estimated Closing Date Debt of the type referred to in clauses (a) through (g) of the definition of Indebtedness, the amount required to pay in full and discharge all such Indebtedness in accordance with the Payoff Statements; (iii) to the Escrow Agent, the Indemnity Escrow Amount; (iv) to the Sellers’ Representative, on behalf of the Participating Sellers, 431,996 shares of Parent Stock, for further distribution to the Participating Sellers in accordance with the allocation set forth on Schedule 3.4; (v) to the Sellers’ Representative, an amount in cash equal to $3,750,000 (the “Expense Fund”), to be held on behalf of the Sellers and used at the discretion of the Sellers’ Representative to satisfy or enforce any of the Sellers’ obligations hereunder (or any expenses related thereto); and (vi) to the Sellers, by wire transfer of immediately available funds to the account(s) designated in writing by Sellers’ Representative at least three days prior to the Closing Date, an aggregate amount in cash (the “Closing Payment”) equal to (A) the Purchase Price, minus (B) the Indemnity Escrow Amount, minus (C) an amount equal to the Expense Fund, minus (D) an amount equal to the Parent Stock Value. The Closing Payment shall be paid to each Seller in accordance with, if applicable, such Sellers’ Pro Rata Share; provided, however, for purposes of such allocation, an amount equal to the Parent Stock Value shall be added to the Closing Payment and with respect to each Participating Seller, an amount equal to the Stock Price multiplied by the number of shares of Parent Stock allocated to such Participating Seller shall be deducted from such Participating Seller’s Closing Payment.