Common use of Manner of Payment of the Purchase Price Clause in Contracts

Manner of Payment of the Purchase Price. (a) At the Closing, Purchaser shall assume the Assumed Liabilities and shall pay the Purchase Price and the Inventory Value to Seller, by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser not later than three (3) business days prior to the Closing Date. (b) Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, as Agent for Chicago Title Insurance Company (the "Escrow Holder"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof. (c) Subject to refund in the case of Seller's default hereunder or failure of conditions on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default. (d) At the Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of the Deposit Monies, plus interest accrued thereon. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request of Purchaser and Seller, and Escrow Holder shall be responsible only for the safekeeping and proper disposition of the Deposit Monies in accordance with the terms of this Agreement. In taking any action hereunder, Escrow Holder shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification of the authenticity or proper authorization of such written notice, paper, or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder shall be entitled to deliver the Escrow Monies to the clerk of a court of competent jurisdiction in an interpleader action, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict of interest or an appearance of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing matters.

Manner of Payment of the Purchase Price. For purposes of the Closing, the parties have agreed upon a good-faith estimate of the Closing Consideration (a) the "Estimated Closing Payment"), based upon the most recent ascertainable financial information of the Business. At the Closing, Purchaser shall assume the Assumed Liabilities and shall pay the Purchase Price and Estimated Closing Payment to Seller by delivery of: (a) a promissory note (the Inventory Value to Seller, "Purchaser Note") in the form of Exhibit A attached hereto in the aggregate principal amount of $3,600,000. (b) cash for the balance ($1,800,000) of the Estimated Closing Payment (the "Cash Portion") payable by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser not later than three (3) business days prior to the Closing Date.. Following the Closing, the parties shall determine the final Closing Consideration, taking into account the adjustment required pursuant to Section 1.3, if any, and employing the procedures and criteria set forth in Schedule 1.3. If, based on the Closing Consideration as finally determined: (a) the Closing Consideration exceeds the Estimated Closing Payment, Purchaser shall forthwith pay the excess to Seller in cash by wire transfer to such account as Seller shall designate in writing; (b) the Estimated Closing Payment exceeds the Closing Consideration, Seller shall forthwith pay the excess to Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, in cash by wire transfer to such account as Agent for Chicago Title Insurance Company (Purchaser shall designate in writing; provided that if the "Escrow Holder"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration determination of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing final Closing Consideration is not satisfied as provided completed and any payment required under this Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof 1.5 is not satisfied. All paid within thirty (30) days of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof. (c) Subject to refund in the case of Seller's default hereunder or failure of conditions on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default. (d) At the Closing, Purchaser any such payments required under this Section 1.5 shall receive a credit against accrue interest from the Purchase Price in an amount equal Closing Date to the amount date of the Deposit Moniespayment, plus interest accrued thereon. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request rate of Purchaser and Seller, and Escrow Holder shall be responsible only for the safekeeping and proper disposition of the Deposit Monies in accordance with the terms of this Agreement. In taking any action hereunder, Escrow Holder shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification of the authenticity or proper authorization of such written notice, paper, or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder shall be entitled to deliver the Escrow Monies to the clerk of a court of competent jurisdiction in an interpleader action, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict of interest or an appearance of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing matters9% per annum.

Manner of Payment of the Purchase Price. The Purchase Price shall be paid to Seller in the following manner: (a) At the Closing$100,000 has previously been paid by Purchaser to Seller as an earnest money deposxx xx Xovember 11, Purchaser shall assume the Assumed Liabilities 1998, and shall pay be applied towards the Purchase Price and on the Inventory Value Closing Date (as defined herein). (b) $1,400,000 shall be paid in immediately available funds to Seller, by wire transfer to such account as Seller shall designate by in accordance with Seller's written notice delivered to Purchaser not later than three (3) business days prior to payment instructions, on the Closing Date. (bc) Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, $2,000,000 shall be paid pursuant to a secured promissory note in favor of Seller in the form attached hereto as Agent for Chicago Title Insurance Company Exhibit A (the "Escrow HolderSecured July Note"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies which shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice secured by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof. (c) Subject to refund security agreement in the case of Seller's default hereunder or failure of conditions form attached hereto as Exhibit B, on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's defaultClosing Date. (d) At 30,000 shares of common stock, no par value, (the Closing"Convergent Stock", and together with the Additional Shares (as defined herein), referred to herein as the "Convergent Stock") of Purchaser's parent company, Convergent Communications, Inc., a Colorado corporation ("Convergent"), which Seller and Purchaser have agreed is valued at $10.00 per share for a total of $300,000 shall be issued as follows: Purchaser shall cause Convergent to deliver a treasury request to Convergent's transfer agent directing the issuance to Seller of 30,000 shares of Convergent Stock. In order to evidence such transfer and issuance of the Convergent Stock, Purchaser shall receive cause Convergent to deliver a credit against the Purchase Price in an amount equal to the amount copy of the Deposit Monies, plus interest accrued thereontreasury request issued to Convergent's transfer agent to Seller on the Closing Date. The share certificate evidencing the Convergent Stock shall be delivered to Seller by Convergent's transfer agent within twenty (20) days of the Closing Date. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request of Purchaser and Seller, and Escrow Holder $1,000,000 shall be responsible only for paid pursuant to a secured promissory note in favor of Seller in the safekeeping and proper disposition form attached hereto as Exhibit C ("Secured Purchaser's Note"), which shall be secured by a security agreement in the form attached hereto as Exhibit B, on the Closing Date. (f) $1,500,000, less any adjustments made pursuant to Section 4.3(a), shall be paid pursuant to a secured promissory note in favor of Seller in the form attached hereto as Exhibit D ("Secured Contingent Note"), which shall be secured by a security agreement in the form attached hereto as Exhibit B, not later than twenty (20) days of the Deposit Monies in accordance with the terms of this Agreement. In taking any action hereunder, Escrow Holder shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification of the authenticity or proper authorization of such written notice, paper, or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder shall be entitled to deliver the Escrow Monies to the clerk of a court of competent jurisdiction in an interpleader action, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict of interest or an appearance of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing mattersClosing Date.

Manner of Payment of the Purchase Price. 1.4.1 No less than three business days prior to the Closing Date, Seller shall deliver to Purchaser in writing a good faith estimate of (w) the Purchase Price, which estimate shall take into account the adjustments to the Purchase Price required pursuant to Section 1.3 utilizing the most recent financial information available (the "Estimated Purchase Price"), (x) the estimated Indebtedness as of the business day immediately preceding the Closing Date ("Estimated Indebtedness"), (y) the estimated Target Amount ("Estimated Target Amount") and (z) the estimated Working Capital as of the Closing Date ("Estimated Working Capital"), together with (a) a statement of the calculation of the Estimated Purchase Price, Estimated Indebtedness, Estimated Target Amount and Estimated Working Capital, (b) the financial information used to derive the Estimated Purchase Price, Estimated Indebtedness, Estimated Target Amount and Estimated Working Capital and (c) a certificate signed by Seller to the effect that each of the Estimated Purchase Price, Estimated Indebtedness, Estimated Target Amount and Estimated Working Capital was determined in good faith in accordance with the Adjusted GAAP Principles. The Estimated Purchase Price shall be based upon the foregoing estimate, subject to the consent of Purchaser, such consent not to be unreasonably withheld or delayed. 1.4.2 At the Closing, Purchaser shall assume (i) deliver a duly executed note (the Assumed Liabilities "Note"), in form and shall substance reasonably satisfactory to Seller and Purchaser containing the terms set forth in the term sheet attached hereto as Exhibit A, payable to Seller in the aggregate principal amount of $150,000,000 and (ii) pay the Estimated Purchase Price and less the Inventory Value aggregate principal amount of the Note to Seller, Seller by wire transfer to such account as Seller shall designate by written notice delivered to Purchaser not later than three (3) business days prior to the Closing Date. (b) Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, as Agent for Chicago Title Insurance Company (the "Escrow Holder"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof. (c) Subject to refund in the case of Seller's default hereunder or failure of conditions on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default. (d) At 1.4.3 Following the Closing, Purchaser the parties shall receive a credit against determine the final Purchase Price, taking into account the adjustments to the Purchase Price required pursuant to Section 1.3 and the criteria set forth in an amount equal to the amount of the Deposit MoniesSections 1.5, plus interest accrued thereon1.6 and 1. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request of Purchaser and Seller, and Escrow Holder shall be responsible only for the safekeeping and proper disposition of the Deposit Monies in accordance with the terms of this Agreement. In taking any action hereunder, Escrow Holder shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification of the authenticity or proper authorization of such written notice, paper, or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder shall be entitled to deliver the Escrow Monies to the clerk of a court of competent jurisdiction in an interpleader action, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict of interest or an appearance of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing matters.

Manner of Payment of the Purchase Price. The Purchase Price shall be paid as follows: (a) For the purposes of the Closing, the Stockholders' Committee (as herein defined) shall make a good-faith estimate of the Purchase Price (the "Estimated Cash Payment"), based upon the most recent ascertainable financial information of the AIMCOR Group. The Stockholders' Committee shall notify the Purchaser of the amount of the Estimated Cash Payment by written notice (which shall be itemized to show the amounts estimated for each of the paragraphs of Sections 1.2 and 1.3) delivered to Purchaser not later than three (3) business days prior to the Closing Date. At the Closing, Purchaser shall assume the Assumed Liabilities and shall pay the Purchase Price Estimated Cash Payment, less amounts (subject to the last sentence of this Section 1.4) sufficient to fund the Escrows (as defined herein) to the Stockholders, Germany LP and the Inventory Value to SellerLuxembourg LP, by wire transfer to such account as Seller the Stockholders' Committee shall designate by written notice delivered to Purchaser not later than three (3) business days prior to the Closing Date. (b) At the Closing, the Stockholders' Committee, Germany LP and Luxembourg LP, Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, as Agent for Chicago Title Insurance Company and an escrow agent to be designated by Purchaser and the Stockholders' Committee (the "Escrow HolderAgent") shall execute and deliver an Escrow Agreement (the "Escrow Agreement") dated the Closing Date in substantially the form of Exhibit D hereto. Pursuant to the Escrow Agreement, at the Closing, Purchaser shall deposit with the Escrow Agent, in immediately available funds, (i) a portion of the Estimated Purchase Price equal to $10,000,000 (the "Hold Back Fund") to secure the obligation of the Stockholders' Committee under Section 1.4(c)(ii) and (ii) a portion of the Estimated Purchase Price equal to $8,750,000, representing the estimated amount for which the Stockholders shall indemnify Purchaser pursuant to Sections 7.3(a)(vi) and (vii) (the "Tax Indemnity Escrow") and (iii) a portion of the Estimated Purchase Price equal to $15,000,000 (the "Indemnity Escrow", and together with the Hold Back Fund and the Tax Indemnity Escrow, the "Escrows") to secure the obligations of the Stockholders, Germany LP and Luxembourg LP to indemnify Purchaser pursuant to Section 7.3(a) (other than subparagraphs (vi) and (vii) thereof), to be held . As provided in an interest-bearing account: the Escrow Agreement: (i) the sum Hold Back Fund shall terminate on the later of $500,000 (x) 45 days from the "Primary Deposit"); date that the Closing Balance Sheet and the Adjusted Earnings Computation are received by Purchaser and (y) the resolution of all outstanding claims made against the Hold Back Fund; (ii) the sum Tax Indemnity Escrow shall terminate on the date on which all Tax (as herein defined) returns with respect to the matters for which the Stockholders shall be obligated to indemnify Purchaser pursuant to Sections 7.3(a)(vi) and (vii) shall have been filed; and (iii) the Indemnity Escrow shall terminate on the later of (x) the sixth anniversary of the Closing Date and (y) the resolution of all outstanding claims made against the Indemnity Escrow, except that 50% of the Indemnity Escrow shall be released 456 days after the Closing Date; provided, however, that the amount to be released on such 456th day shall be reduced by the amount of all claims against the Indemnity Escrow which have theretofore been paid from the Indemnity Escrow or are outstanding at that time; provided, further, that if after the third anniversary of the Closing Date, (w) there shall be no outstanding claims against the Indemnity Escrow, (x) all contamination (if any) with respect to AIMCOR Germany's former facility in Mannheim, Germany shall be remediated in accordance with Environmental Laws (as herein defined), and (y) all ponds for the disposal by TAC of silica breeze which are located in Bridgeport, Alabama have been closed in accordance with Environmental Laws, the Indemnity Escrow shall terminate on the date on which all three of such events shall have occurred. The Escrows will be governed by the terms and conditions of the Escrow Agreement. The parties agree to make such changes in the Escrow Agreement as may reasonably be required by the Escrow Agent. In lieu of Purchaser depositing $15,000,000 of the Estimated Purchase Price in cash in the Indemnity Escrow, by written notice to Purchaser, delivered not later than three business days prior to the Closing Date, the Stockholders' Committee may elect to deposit a letter of credit of a bank reasonably satisfactory to Purchaser in the stated amount of $50,000 15,000,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit MoniesLetter of Credit"), which the Escrow Agent may draw upon in the event Purchaser shall make a claim against the Indemnity Escrow. The Deposit Monies Letter of Credit shall meet the requirements set forth in the Escrow Agreement. If the Stockholders' Committee does not elect to deposit the Letter of Credit in the Indemnity Escrow, the form of Escrow Agreement attached hereto as Exhibit D shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded appropriately modified to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of reflect a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof$15,000,000 cash deposit. (c) Subject to refund in the case of Seller's default hereunder or failure of conditions on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default. (d) At Following the Closing, Purchaser the parties shall receive a credit against determine the final Purchase Price, taking into account the adjustments to the Base Purchase Price in an amount equal required pursuant to Section 1.3 and the amount final determinations of the Deposit Monies, plus interest accrued thereonamounts of Cash Equivalents and Indebtedness and employing the procedures and criteria set forth in Sections 1.5 and 1. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request of Purchaser and Seller, and Escrow Holder shall be responsible only for the safekeeping and proper disposition of the Deposit Monies in accordance with the terms of this Agreement. In taking any action hereunder, Escrow Holder shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification of the authenticity or proper authorization of such written notice, paper, or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder shall be entitled to deliver the Escrow Monies to the clerk of a court of competent jurisdiction in an interpleader action, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict of interest or an appearance of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing matters.

Manner of Payment of the Purchase Price. (a) For tax purposes, the Escrow Amount shall be treated as if it is owned by Seller. (b) For purposes of the Closing, Seller shall make a good faith estimate of the Purchase Price (the “Closing Estimate Payment”) based upon the most recent ascertainable financial information of the Company and its consolidated Subsidiaries. Seller shall notify Purchaser of the Closing Estimate Payment amount (including the amounts of each component thereof set forth in Clauses (i) - (iv) below) not less than three (3) business days prior to the Closing Date. At the Closing, Purchaser shall assume pay the Assumed Liabilities Closing Estimate Payment as follows: (i) Purchaser shall pay a portion of the Closing Estimate Payment to each party and in such amounts as set forth on Schedule 1.5(b)(i) (which Schedule 1.5(b)(i) shall contain (A) the amount required to discharge the full principal amount of and all accrued interest, prepayment and other fees, expenses and penalties (including any costs associated with the release of any Liens) with respect to the outstanding indebtedness for borrowed money of the Company and the Subsidiaries as of the Closing Date (B) any interest rate swap liabilities or other liabilities under any financial instrument associated with or referencing the indebtedness for borrowed money of the Company and the Subsidiaries and (C) the information system license transfer fees) (collectively, the “Closing Indebtedness”), by wire transfer of immediately available funds to the bank accounts specified by such parties; (ii) Purchaser shall pay a portion of the Closing Estimate Payment to those third parties specified by Seller and which require payment by the Company or the Subsidiaries to discharge assessed fees against the Company or the Subsidiaries in connection with: (a) payments required due to a change of control (including any bonus payments triggered by the transactions contemplated hereby and any associated employment taxes) and (b) all costs and expenses incurred by the Company or the Subsidiaries in connection with this Agreement or the transactions contemplated by this Agreement, including any unpaid attorneys’, accountants’ and investment banking fees (the “Transaction Expenses”); (iii) Purchaser shall pay an amount equal to seven percent (7%) of the amount set forth in Section 1.2(a) (the “Escrow Amount”) to U.S. Bank Corporate Trust Services (together with its successors and permitted assigns, the “Escrow Agent”), to be held, invested and distributed by the Escrow Agent pursuant to the terms and conditions of an escrow agreement to be entered into as of the date hereof by the parties and the Escrow Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Escrow Agreement”); and (iv) Purchaser shall pay the Purchase Price and remainder of the Inventory Value Closing Estimate Payment to Seller, by wire transfer of immediately available funds, to such bank account as Seller shall designate specify by written notice delivered to Purchaser not later than delivered at least three (3) business days prior to the Closing Date. (b) Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, as Agent for Chicago Title Insurance Company (the "Escrow Holder"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof. (c) Subject to refund in the case of Seller's default hereunder or failure of conditions on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default. (d) At Following the Closing, Purchaser shall receive a credit against the Purchase Price in an amount equal to the amount of the Deposit Monies, plus interest accrued thereon. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request of Purchaser and Seller, and Escrow Holder shall be responsible only for the safekeeping and proper disposition of the Deposit Monies finally determined in accordance with the terms of this Agreementterms, adjustments and procedures set forth in Sections 1.2, 1.3 and 1.4. In taking any action hereunder, Escrow Holder Any increase in the Purchase Price over the Closing Estimate Payment shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification paid in cash by Purchaser within two business days following the final determination of the authenticity or proper authorization Purchase Price. Any decrease in the Purchase Price below the Closing Estimate Payment shall be paid by Seller in cash within two business days following the final determination of the Purchase Price. Payment of such written notice, paper, increase or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder decrease in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder Purchase Price shall be entitled to deliver made together with interest on such excess from the Escrow Monies to Closing Date until the clerk date of a court of competent jurisdiction payment in an interpleader actionfull, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding at the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict prime rate of interest or an appearance per annum as reported from time to time in The Wall Street Journal, Midwest Edition, based on a year consisting of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing matters365 days.

Manner of Payment of the Purchase Price. The Purchase Price shall be --------------------------------------- paid to Seller in the following manner: (a) At the Closing$100,000 has previously been paid by Purchaser to Seller as an xxxxxxx money deposit on November 11, Purchaser shall assume the Assumed Liabilities 1998, and shall pay be applied towards the Purchase Price and on the Inventory Value Closing Date (as defined herein). (b) $1,400,000 shall be paid in immediately available funds to Seller, by wire transfer to such account as Seller shall designate by in accordance with Seller's written notice delivered to Purchaser not later than three (3) business days prior to payment instructions, on the Closing Date. (bc) Purchaser has previously deposited with Stockwell, Sievert, Xxxxxxxx & Xxxxxxxxx, LLP, $2,000,000 shall be paid pursuant to a secured promissory note in favor of Seller in the form attached hereto as Agent for Chicago Title Insurance Company Exhibit A (the --------- "Escrow HolderSecured July Note"), to be held in an interest-bearing account: (i) the sum of $500,000 (the "Primary Deposit"); and (ii) the sum of $50,000 (the "Additional Deposit;" the Primary Deposit and the Additional Deposit are sometimes referred to collectively hereinafter as the "Deposit Monies"). The Deposit Monies which shall be held in escrow pending Closing hereunder. The Primary Deposit shall be refunded to Purchaser, with interest thereon, at Purchaser's request at any time during the Inspection Period (as hereinafter defined) in connection with Purchaser's termination of this Agreement under Section 5.5 hereof, upon notice secured by Purchaser to the Escrow Holder given in Purchaser's sole and absolute discretion. After expiration of the Inspection Period, the Primary Deposit shall only be refunded to Purchaser on default by Seller hereunder or failure of any of the conditions to Purchaser's obligations under Section 6.2 hereof by the date specified therefor. The Additional Deposit shall only be refunded to Purchaser (x) on default by Seller, or (y) if the condition on Purchaser's obligations regarding Purchaser's ability to obtain financing is not satisfied as provided under Section 6.2(h) hereof, or (z) if the condition regarding Holiday Inn franchise matters under Section 6.2(i) hereof is not satisfied. All of the Deposit Monies, plus interest thereon, shall also be returned to Purchaser if this Agreement is terminated because of a casualty under Section 6.3(a) hereof, or a taking under Section 6.4 hereof. (c) Subject to refund security agreement in the case of Seller's default hereunder or failure of conditions form attached hereto as Exhibit B, on Purchaser's obligations as provided in subsection (b) hereof, after expiration of the Inspection Period, the Deposit Monies shall become non-refundable and shall serve as Seller's liquidated damages under Section 9.2 hereof, in the event of Purchaser's default.Closing Date. --------- (d) At 30,000 shares of common stock, no par value, (the Closing"Convergent Stock", and together with the Additional Shares (as defined herein), referred to herein as the "Convergent Stock") of Purchaser's parent company, Convergent Communications, Inc., a Colorado corporation ("Convergent"), which Seller and Purchaser have agreed is valued at $10.00 per share for a total of $300,000 shall be issued as follows: Purchaser shall cause Convergent to deliver a treasury request to Convergent's transfer agent directing the issuance to Seller of 30,000 shares of Convergent Stock. In order to evidence such transfer and issuance of the Convergent Stock, Purchaser shall receive cause Convergent to deliver a credit against the Purchase Price in an amount equal to the amount copy of the Deposit Monies, plus interest accrued thereontreasury request issued to Convergent's transfer agent to Seller on the Closing Date. The share certificate evidencing the Convergent Stock shall be delivered to Seller by Convergent's transfer agent within twenty (20) days of the Closing Date. (e) Escrow Holder shall deposit the Deposit Monies in a federally-insured account (subject to the coverage limitations on such federal insurance). Seller and Purchaser agree that Escrow Holder is acting as a stakeholder only for the convenience and at the request of Purchaser and Seller, and Escrow Holder $1,000,000 shall be responsible only for paid pursuant to a secured promissory note in favor of Seller in the safekeeping and proper disposition form attached hereto as Exhibit C --------- ("Secured Purchaser's Note"), which shall be secured by a security agreement in the form attached hereto as Exhibit B, on the Closing Date. (f) $1,500,000, less any adjustments made pursuant to Section 4.3(a), shall be paid pursuant to a secured promissory note in favor of Seller in the form attached hereto as Exhibit D ("Secured Contingent Note"), which shall be secured by a security --------- agreement in the form attached hereto as Exhibit B, not later than twenty (20) --------- days of the Deposit Monies in accordance with the terms of this Agreement. In taking any action hereunder, Escrow Holder shall be entitled to rely upon any written notice, paper, or other document from Seller or Purchaser, and Escrow Holder shall not be required to seek or obtain verification of the authenticity or proper authorization of such written notice, paper, or other document. In no event shall Escrow Holder be liable for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or willful misconduct. In the event of a controversy between Seller and Purchaser as to the disposition of the Escrow Monies, Escrow Holder shall be entitled to deliver the Escrow Monies to the clerk of a court of competent jurisdiction in an interpleader action, whereupon Escrow Holder shall be relieved of any further duties or obligations regarding the Escrow Monies. Seller and Purchaser agree to indemnify, defend and hold Escrow Holder harmless from and against any loss, cost or expense arising out of or related to the Escrow Monies not resulting from Escrow Holder's gross negligence or willful misconduct. Seller acknowledges and agrees that Escrow Holder is and has been counsel to Purchaser in connection with the preparation of this Agreement and otherwise. Seller and Purchaser hereby agree that to the extent that Escrow Holder's serving as the holder of the Deposit Monies may create a conflict of interest or an appearance of a conflict of interest, any such conflict of interest is hereby waived. Seller also acknowledges and agrees that Escrow Holder serving as escrow holder shall in no manner whatsoever disqualify or be cause for disqualification of Escrow Holder with respect to the current or future representation of Purchaser arising out of or involving any matter or issue relating to the Deposit Monies or this Agreement or otherwise; it being hereby understood and agreed that Purchaser will continue to be represented by Escrow Holder in connection with the foregoing mattersClosing Date.