Common use of Purchase Price and Payment Terms Clause in Contracts

Purchase Price and Payment Terms. The aggregate purchase price for all of the Assets (the "Purchase Price") shall be paid by the Purchaser to Sellers as follows: (a) The sum of $400,000 shall be paid by Bennett to Morgan on the Closing Date by wire transfer of immediately xxxxxable xxxxx into the account set forth on Exhibit "D". (b) The sum of $400,000 shall be paid by Bennett to Morgan on the 60th day following the Closing Date by wire xxxxxxxr of xxxxxiately available funds into an account specified by Sellers, with such sum reduced by any bond transfer amounts set forth in the final accounting of Bond Accounts to be provided by Morgan to Bennett within 45 days after the Closing Date and by anx xxxxts of xxx-xxf of Bennett under the set-off provisions of Section 6(g) hereof. (c) Xxx xum of $200,000, payable with respect to the Wolff Agreement, shall be paid by Bennett to Morgan in three (3) insxxxxxents as follows: (i) $66,667 xxxxx be pxxx xx September 1, 2002; (ii) $66,667 shall be paid on October 1, 2002; and (iii) $66,666 shall be paid on November 1, 2002. Notwithstanding anything herein to the contrary, in the event that Wolff has not consented in writing to the assignment by the Sellers ox xxx Wolff Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or prior to the date set forth in this Section 2(c) for the payment of any installment, then one-half (1/2) of such installment shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, and the balance of such installment shall be pxxxxx xn escrow. In the event that Wolff has not consented in writing to the assignment by the Sellers xx the Wolff Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers and returned to Purchaser, and in the event that Wolff shall consent in writing to the assignment by the Sellers of thx Xxxff Agreement to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to Sellers. (d) The sum of $50,000 shall be paid by Bennett to Morgan as consideration for the nine (9) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C", such sum to be reduced by the amount of any liens or any other adjustments relating to securing good title to such scheduled assets and/or any sums paid to fulfill contingencies regarding such assets. The net sum payable by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after the Closing Date. Morgan shall transfer to Bennett any "escrow" or "repair account" in xxxxunction with the sxxxxxx vehicle contracts and the purchase price of the vehicles shall be adjusted accordingly.

Purchase Price and Payment Terms. The aggregate purchase price for all of the Assets (the "“Purchase Price"”) shall be Ninety One Million Dollars ($91,000,000), subject to adjustment as provided in Section 1.3 and Section 1.7. Of the Purchase Price, Six Million Nine Hundred Thousand Dollars ($6,900,000) shall be paid by Purchaser’s delivery of 150,000 shares of the common stock, par value $0.001 per share, of Purchaser’s Parent, which shares (the “Purchaser’s Parent Equity”) are valued at Six Million Nine Hundred Thousand Dollars ($6,900,000) (the “Purchaser’s Parent Equity Value”) based upon the price paid by others for similar shares contemporaneously with the Closing. At the Closing, Purchaser shall deliver to Sellers an amount in cash equal to the Purchase Price, minus (i) the Escrow Funds, minus (ii) the aggregate amount of Debt of the Company and its Subsidiaries (disregarding any intercompany Debt) outstanding as follows: (a) The sum of $400,000 shall be paid by Bennett to Morgan on the Closing Date (including any interest, penalties, charges or other fees accrued thereon), minus (iii) Sellers’ Transaction Expenses, minus (iv) the Purchaser’s Parent Equity Value, minus (v) the Off-Balance-Sheet LC Adjustment Amount, all as set forth in the funds flow memorandum attached hereto as Schedule 1.2 (the “Funds Flow Memorandum”) (such amount, the “Closing Cash”). At the Closing, Purchaser shall deliver (w) the Closing Cash by wire transfer of immediately xxxxxable xxxxx into the account set forth on Exhibit "D". (b) The sum of $400,000 shall be paid by Bennett to Morgan on the 60th day following the Closing Date by wire xxxxxxxr of xxxxxiately available funds into to an account specified identified by Sellers, with such sum reduced by any bond transfer amounts Frost as set forth in the final accounting Funds Flow Memorandum, (x) copies of Bond Accounts the certificates representing the Purchaser’s Parent Equity to be provided Sellers, (y) the Escrow Funds to the Escrow Agent as contemplated by Morgan Section 1.5 below, and (z) to Bennett within 45 days after the Company’s lenders and the persons entitled thereto (as shown on the Funds Flow Memorandum) all amounts of the Debt and Sellers’ Transaction Expenses subtracted to determine the Closing Date Cash. At the Closing, Sellers shall pay and by anx xxxxts of xxx-xxf of Bennett under satisfy in full the set-off provisions of Section 6(g) hereof. (c) Xxx xum of $200,000, payable with respect to the Wolff Agreement, shall be paid by Bennett to Morgan in three (3) insxxxxxents as follows: (i) $66,667 xxxxx be pxxx xx September 1, 2002; (ii) $66,667 shall be paid on October 1, 2002; and (iii) $66,666 shall be paid on November 1, 2002. Notwithstanding anything herein to the contrary, in the event that Wolff has not consented in writing to the assignment by the Sellers ox xxx Wolff Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or prior to the date Excluded Liability set forth in this Section 2(c) for the payment of any installment, then one-half (1/2) of such installment shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, and the balance of such installment shall be pxxxxx xn escrow. In the event that Wolff has not consented in writing to the assignment by the Sellers xx the Wolff Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers and returned to Purchaser, and in the event that Wolff shall consent in writing to the assignment by the Sellers of thx Xxxff Agreement to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to Sellers. clause (d) The sum of $50,000 shall be paid by Bennett to Morgan as consideration for the nine (9) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C", such sum to be reduced by the amount of any liens or any other adjustments relating to securing good title to such scheduled assets and/or any sums paid to fulfill contingencies regarding such assets. The net sum payable by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after the Closing Date. Morgan shall transfer to Bennett any "escrow" or "repair account" in xxxxunction with the sxxxxxx vehicle contracts and the purchase price of the vehicles shall be adjusted accordinglySchedule 1.4.

Purchase Price and Payment Terms. The aggregate purchase price per CBT Unit shall be $65,000.00, for a total purchase price for all fifty CBT Units of $3,250,000.00. Upon the Assets (execution of this Agreement, purchaser shall deposit the "Purchase Price") shall be paid by the Purchaser to Sellers as follows: (a) The sum of $400,000 20,000.00 with Xxxxxxx Title (“Escrow Agent”) as xxxxxxx money (the “Xxxxxxx Money Deposit”). Purchaser shall deposit the remainder of the purchase price in the amount of $3,230,000.00 with Escrow Agent on or before April 14, 2023. The transfer of the CBT Units to the Purchaser shall be paid considered and acted upon at the regularly scheduled Northern Board meeting on June 8, 2023 (the “Northern Board Meeting”) The Purchase Price shall be released from escrow to Seller pursuant to the terms of the Escrow Agreement attached hereto as Exhibit B, upon the occurrence of all of the following conditions (the “Closing Conditions”): a) written approval by Bennett Northern of an Allotment Contract issued to Morgan on the Closing Date Purchaser for the CBT Units, subject to payment of assessments by wire transfer of immediately xxxxxable xxxxx into the account set forth on Exhibit "D". (Purchaser; b) The sum delivery by Seller to Purchaser of $400,000 shall be paid by Bennett to Morgan on an updated (through the 60th day following date of the Closing Date by wire xxxxxxxr Northern Board Meeting) Ownership and Encumbrance Report and separate Uniform Commercial Code (“UCC”) Report, indicating ownership of xxxxxiately available funds into an account specified by Sellers, with such sum reduced by any bond transfer amounts set forth the Real Property in the final accounting of Bond Accounts to be provided by Morgan to Bennett within 45 days after the Closing Date Seller and by anx xxxxts of xxx-xxf of Bennett under the set-off provisions of Section 6(g) hereof. (c) Xxx xum of $200,000, payable with respect to the Wolff Agreement, shall be paid by Bennett to Morgan in three (3) insxxxxxents as follows: indicating (i) $66,667 xxxxx be pxxx xx September 1no Liens against the Real Property or the CBT Units, 2002; or (ii) $66,667 shall Liens that will be paid on October 1, 2002released at “Closing,” as hereinafter defined; c) delivery by Seller to Purchaser of executed originals of releases of any Liens; and (iiiand d) $66,666 shall be paid on November 1, 2002. Notwithstanding anything herein confirmation by Northern that the remaining water allotted to the contrary, CBT Units will be transferred to the Purchaser for use in the event that Wolff has not consented in writing to 2023 Water Year. Unless all of the assignment Closing Conditions have been satisfied by the Sellers ox xxx Wolff Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or prior to the date set forth in this Section 2(c) for the payment of any installmentJuly 10, then one-half (1/2) of such installment 2023, Escrow Agent shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, and the balance of such installment shall be pxxxxx xn escrow. In the event that Wolff has not consented in writing to the assignment by the Sellers xx the Wolff Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then return all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers and returned funds to Purchaser, and in Purchaser shall diligently pursue the event that Wolff shall consent in writing execution of all necessary documentation, if any, to transfer the assignment by the Sellers of thx Xxxff Agreement CBT Units to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to SellersSeller. (d) The sum of $50,000 shall be paid by Bennett to Morgan as consideration for the nine (9) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C", such sum to be reduced by the amount of any liens or any other adjustments relating to securing good title to such scheduled assets and/or any sums paid to fulfill contingencies regarding such assets. The net sum payable by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after the Closing Date. Morgan shall transfer to Bennett any "escrow" or "repair account" in xxxxunction with the sxxxxxx vehicle contracts and the purchase price of the vehicles shall be adjusted accordingly.

Purchase Price and Payment Terms. (a) The aggregate purchase price for all of the Purchased Assets (the "“Purchase Price"”) shall be consist of (i) Three Million Five Hundred Thousand Dollars ($3,500,000) in cash paid by Buyer at Closing (the Purchaser “Cash Payment”), provided that Seller shall use the Cash Payment to Sellers pay certain liabilities and expenses of Seller as follows: set forth in Section (ac) The sum and (d) hereof; (ii) an amount equal to the value of $400,000 shall be all tangible assets included in the Purchased Assets less current liabilities (the “Tangible Net Worth”), determined and paid in accordance with the procedure set forth in Section 2.3 below; and (iii) additional amounts calculated and paid by Bennett to Morgan on Buyer in accordance with Section 2.4 (the Closing Date by wire transfer of immediately xxxxxable xxxxx into the account set forth on Exhibit "D"“Earnout Payment”). (b) The sum of $400,000 Cash Payment shall be paid delivered by Bennett wire transfer of immediately available funds to Morgan on the 60th day following an account or accounts of Seller specified by Seller in writing at least five (5) business days prior to the Closing Date by wire xxxxxxxr of xxxxxiately available funds into an account specified by Sellers, with such sum reduced by any bond transfer amounts set forth in the final accounting of Bond Accounts to be provided by Morgan to Bennett within 45 days after the Closing Date and by anx xxxxts of xxx-xxf of Bennett under the set-off provisions of Section 6(g) hereofDate. (c) Xxx xum of $200,000To the extent that Seller has not paid the following obligations prior to Closing, payable with respect Seller shall direct Buyer to use the Wolff Agreement, shall be paid by Bennett Cash Payment to Morgan pay in three full at Closing (3) insxxxxxents as follows: the “Closing Payments”): (i) $66,667 xxxxx be pxxx xx September 1the Funded Debt of Seller (excluding any capital leases that are Assumed Leases), 2002; (ii) $66,667 shall be paid on October 1any capital leases that are not assumed by Buyer, 2002; and (iii) $66,666 shall be paid the Excess Costs (as defined in Section 1.5(v)). The Closing Payments are set forth on November 1Schedule 2.2(c) (including, 2002. Notwithstanding anything herein to the contraryextent applicable, in the event that Wolff has not consented in writing to the assignment by the Sellers ox xxx Wolff Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or prior to the date set forth in this Section 2(c) for the payment name of any installmentlender, then one-half (1/2) of such installment shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, and the aggregate principal balance of such installment shall be pxxxxx xn escrow. In loans, the event that Wolff has not consented in writing to the assignment by the Sellers xx the Wolff Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers total amount of Excess Costs and returned to Purchaser, and in the event that Wolff shall consent in writing to the assignment by the Sellers of thx Xxxff Agreement to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to Sellerspay-off information). (d) The sum To the extent Seller has not paid the following expenses through the Closing, Seller shall use the Cash Payment to pay in full at Closing: (i) accrued compensation benefits owed to employees of $50,000 shall be paid Seller, (ii) payroll taxes, withholding, income, sales or other taxes payable by Bennett Seller as of the Closing, (iii) Seller’s trade payables and accrued expenses past due as of the Closing Date according to Morgan as consideration for the nine vendor’s stated terms, and (9iv) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C", such sum to be reduced by the amount of any liens or any other adjustments liability of Seller relating to securing good title to such scheduled assets and/or any sums paid to fulfill contingencies regarding such assets. The net sum payable by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after Business that is due as of the Closing Date. Morgan and is not an Assumed Obligation, and shall transfer to Bennett any "escrow" or "repair account" in xxxxunction provide Buyer with the sxxxxxx vehicle contracts and the purchase price appropriate evidence of the vehicles shall be adjusted accordinglysuch payments.

Purchase Price and Payment Terms. The aggregate (a) In consideration of the (i) sale of the Transferred Assets to Purchaser, (ii) termination of the agreements identified on Schedule 2.4 attached hereto (collectively, the “Terminated Agreements”), and (iii) other transactions contemplated hereby (collectively, the “Transactions”), Purchaser has agreed to (A) assume the Assumed Liabilities and (B) make certain purchase price for all payments to Sellers (collectively, the “Purchase Price Payments”), the aggregate amount of which Purchase Price Payments shall constitute the Assets (the "“Purchase Price"” of up to Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the aggregate: (b) The following Purchase Price Payments shall be paid made by the Purchaser to Sellers as follows: (a) The sum of $400,000 shall be paid by Bennett to Morgan on the Closing Date bank or cashier’s check or by wire transfer of immediately xxxxxable xxxxx into the account set forth on Exhibit "D". (b) The sum of $400,000 shall be paid by Bennett to Morgan on the 60th day following the Closing Date by wire xxxxxxxr of xxxxxiately available funds into to an account specified account(s) designated in writing by Sellers, with such sum reduced by any bond transfer amounts set forth in the final accounting of Bond Accounts to be provided by Morgan to Bennett within 45 days after the Closing Date and by anx xxxxts of xxx-xxf of Bennett under the set-off provisions of Section 6(g) hereof. (c) Xxx xum of $200,000, payable with respect to the Wolff Agreement, shall be paid by Bennett to Morgan in three (3) insxxxxxents as followsCompany: (i) at Closing, in consideration of the transfer of the Console and Chiller Units to Purchaser, Purchaser shall pay an amount equal to $66,667 xxxxx be pxxx xx September 125,989 (the “Console and Chiller Unit Payment”) and an amount of $121,772.18 equal to the total of the Company’s price as listed on Schedule 2.1(a)(vii) for the inventory of Sonablate parts (including raw materials) and works in progress transferred to Purchaser listed on Schedule 2.1(a)(vii) (the “Inventory Payment”) and an amount of $179,818.46 for the transfer of the SIHR Information (the “SIHR Payment”, 2002collectively with the Console and Chiller Unit Payment and the Inventory Payment, the “Closing Payment”); (ii) within six (6) months of the date hereof, in consideration of the transfer at Closing of the (A) Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $66,667 465,000 (representing $155,000 multiplied by the three purchased Sonablate® 500 Machines) and (B) Additional Sonablate® 500 Machines to Purchaser, Purchaser shall be paid on October 1, 2002pay an amount equal to $0 (representing the Company’s documented purchase cost for such machines multiplied by zero Additional Sonablate 500 Machines); and (iii) $66,666 within 90 days after December 31, 2010, Purchaser shall be paid on November 1make a Purchase Price Payment, 2002. Notwithstanding anything herein to the contraryaccompanied by reasonably supporting documentation, in an amount equal to seven percent (7%) of the event that Wolff has not consented in writing to gross revenues received by Purchaser during the assignment period between the Closing and December 31, 2010, arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Sellers ox xxx Wolff Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or Company immediately prior to the date set forth in this Section 2(cClosing (I) for under the payment of any installment, then one-half (1/2) of such installment shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, and the balance of such installment shall be pxxxxx xn escrow. In the event that Wolff has not consented in writing to the assignment by the Sellers xx the Wolff Distributorship Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers and returned to Purchaser, and in the event that Wolff shall consent in writing to Territory and (II) worldwide under the assignment by the Sellers of thx Xxxff Agreement to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to Sellers. (d) The sum of $50,000 shall be paid by Bennett to Morgan as consideration for the nine (9) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C"HIFU Licensed Rights, such sum Purchase Price Payment, the “Initial 2010 Gross Revenue Purchase Price Payment” (the business of Purchaser and its Affiliates described in (I) and (II) above is referred to be reduced by as the amount of any liens or any other adjustments relating to securing good title to such scheduled assets and/or any sums paid to fulfill contingencies regarding such assets. The net sum payable by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after the Closing Date. Morgan shall transfer to Bennett any "escrow" or "repair account" in xxxxunction with the sxxxxxx vehicle contracts and the purchase price of the vehicles shall be adjusted accordingly.“Applicable Business”);

Purchase Price and Payment Terms. The aggregate (a) In consideration of the (i) sale of the Transferred Assets to Purchaser, (ii) termination of the agreements identified on Schedule 2.4 attached hereto (collectively, the “Terminated Agreements”), and (iii) other transactions contemplated hereby (collectively, the “Transactions”), Purchaser has agreed to (A) assume the Assumed Liabilities and (B) make certain purchase price for all payments to Sellers (collectively, the “Purchase Price Payments”), the aggregate amount of which Purchase Price Payments shall constitute the Assets (the "“Purchase Price"” of up to Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the aggregate: (b) The following Purchase Price Payments shall be paid made by the Purchaser to Sellers as follows: (a) The sum of $400,000 shall be paid by Bennett to Morgan on the Closing Date bank or cashier’s check or by wire transfer of immediately xxxxxable xxxxx into available funds to an account(s) designated in writing by the account set forth on Exhibit "D".Company: (bi) The sum at Closing, in consideration of the transfer of the Console and Chiller Units to Purchaser, Purchaser shall pay an amount equal to $25,989 (the “Console and Chiller Unit Payment”) and an amount of $400,000 121,772.18 equal to the total of the Company’s price as listed on Schedule 2.1(a)(vii) for the inventory of Sonablate parts (including raw materials) and works in progress transferred to Purchaser listed on Schedule 2.1(a)(vii) (the “Inventory Payment”) and an amount of $179,818.46 for the transfer of the SIHR Information (the “SIHR Payment”, collectively with the Console and Chiller Unit Payment and the Inventory Payment, the “Closing Payment”); (ii) within six (6) months of the date hereof, in consideration of the transfer at Closing of the (A) Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $465,000 (representing $155,000 multiplied by the three purchased Sonablate® 500 Machines) and (B) Additional Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $0 (representing the Company’s documented purchase cost for such machines multiplied by zero Additional Sonablate 500 Machines); (iii) within 90 days after December 31, 2010, Purchaser shall make a Purchase Price Payment, accompanied by reasonably supporting documentation, in an amount equal to seven percent (7%) of the gross revenues received by Purchaser during the period between the Closing and December 31, 2010, arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Company immediately prior to the Closing (I) under the Distributorship Agreement in the Territory and (II) worldwide under the HIFU Licensed Rights, such Purchase Price Payment, the “Initial 2010 Gross Revenue Purchase Price Payment” (the business of Purchaser and its Affiliates described in (I) and (II) above is referred to as the “Applicable Business”); (iv) commencing 90 days after each December 31st beginning December 31, 2011, instead of the payment described in subsection (iii) above, Purchaser shall make a Purchase Price Payment, accompanied by reasonably supporting documentation, in an amount equal to the greater of (A) Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) seven percent (7%) of the gross revenues received by Purchaser during the calendar year immediately preceding such payment date arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Company immediately prior to the Closing from the Applicable Business (such payments, the “Additional Initial Gross Revenue Purchase Price Payments”, and together with the Initial 2010 Gross Revenue Purchase Price Payment, collectively, the “Initial Gross Revenue Purchase Price Payments”) until the aggregate Initial Gross Revenue Purchase Price Payments total Three Million Dollars ($3,000,000.00); (v) commencing at such time as the Initial Gross Revenue Purchase Price Payments total Three Million Dollars ($3,000,000.00) in the aggregate, Purchaser’s annual Purchase Price Payment shall thereafter be an amount equal to the greater of (A) Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) five percent (5%) of the gross revenues received by Purchaser during the twelve-month period preceding such payment date from the Applicable Business (each such additional Purchase Price Payment, an “Additional Gross Revenue Purchase Price Payment”), until such aggregate Additional Gross Revenue Purchase Price Payments total Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00); and (vi) costs incurred by Purchaser to perform any extended warranty obligations listed on Schedule 3.13 shall be paid by Bennett to Morgan on credited toward the 60th day Initial Gross Revenue Purchase Price Payments and the Additional Gross Revenue Purchase Price Payments for each calendar year immediately preceding each annual payment date. For purposes of clarification, if during any calendar year following the Closing Date by wire xxxxxxxr of xxxxxiately available funds into an account specified by Sellers, with such sum reduced by any bond transfer amounts set forth in the final accounting of Bond Accounts to be provided by Morgan to Bennett within 45 days after the Closing Date and by anx xxxxts of xxx-xxf of Bennett aggregate amount which Sellers have earned under the set-off provisions of Section 6(g) hereof. (c) Xxx xum of $200,000, payable with respect to the Wolff Agreement, shall be paid by Bennett to Morgan in three (3) insxxxxxents as follows: (i) $66,667 xxxxx be pxxx xx September 1, 2002; (ii) $66,667 shall be paid on October 1, 2002; and subsections (iii) and (iv) above equals Three Million Dollars ($66,666 3,000,000.00), then the payment which may be earned during the remainder of such year and thereafter shall instead be paid on November 1, 2002determined under subsection (v) above. Notwithstanding anything contained herein to the contrary, at such time as the Purchase Price Payments total Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the event that Wolff has not consented in writing to the assignment by the Sellers ox xxx Wolff aggregate, Purchaser shall have no further obligations under this Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or prior to the date set forth in this Section 2(c) make any additional Purchase Price Payments for the payment Transferred Assets. Sellers have the right to conduct an audit, no more than once annually, of any installment, then one-half (1/2the gross revenues of the Applicable Business upon which Purchaser calculated the Initial Gross Revenue Purchase Price Payment pursuant to Section 2.4(b)(iii) of such installment shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, and the balance Additional Gross Revenue Purchase Price Payment pursuant to Section 2.4(b)(iv) paid in a given year (collectively, the “Payments”), by reviewing documentation produced by Purchaser at Purchaser’s place of such installment business during regular business hours. Sellers will pay all audit costs and expenses unless documentation from the audit shows a discrepancy in gross revenues of the Applicable Business that cause the amount of the Payments due to Sellers to be 5% greater than the actual Payments made to Sellers (a “Payment Variance”), in which case Purchaser shall be pxxxxx xn escrowpay the audit costs and expenses. In the event that Wolff has not consented in writing of a Payment Variance, Purchaser will calculate the difference of the Payments actually paid compared to the assignment amount the Payments that would have been paid had the gross revenues determined by the audit been used to calculate such Payments and pay Sellers xx the Wolff Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers and returned to Purchaser, and in the event that Wolff shall consent in writing to the assignment by the Sellers of thx Xxxff Agreement to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to Sellers. (d) The sum of $50,000 shall be paid by Bennett to Morgan as consideration for the nine (9) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C", such sum to be reduced by the amount of any liens or any other adjustments relating to securing good title to such scheduled assets and/or any sums that difference within 30 days after it is determined by Purchaser. Additionally, if the amount of Payments paid to fulfill contingencies regarding such assets. The net sum payable Sellers was greater than was required by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after terms of this Agreement, Purchaser will give Sellers written notice and deduct the Closing Date. Morgan shall transfer to Bennett any "escrow" or "repair account" in xxxxunction with the sxxxxxx vehicle contracts and the purchase price amount of the vehicles shall be adjusted accordinglyoverpayment from the next Payments made by Purchaser.

Purchase Price and Payment Terms. The aggregate Caribe/Aerocell Inventory Transfers and Leasing Engine Transfer will be reflected on the books and records of the respective parties to such transfers and consideration therefor will be entered at book value. The purchase price and payment terms thereof for all each of the Assets (the "Purchase Price") shall be paid by the Purchaser to Sellers Distribution Asset Sales are as follows: (ai) The sum purchase price under the Kellstrom Purchase Agreement is cash and assumption of $400,000 shall certxxx xxxxxlities of Distribution and the cash portion thereof is to be estimated two days prior to the Closing Date (subject to adjustment thereafter as provided in Section 2.6 of the Kellstrom Purchase Agreement) and paid by Bennett wire transfer of xxxxxxxxxly available funds on the Closing Date. (ii) The purchase price under the Inventory Purchase Agreement is the amount equal to Morgan 89% of the "Adjusted Book Value" (as defined in the Inventory Purchase Agreement) of the "Purchased Inventory" (as defined in the Inventory Purchase Agreement) as of the Closing Date. Such purchase price is to be estimated two days prior to the Closing Date (subject to adjustment thereafter as provided in Section 2.5 of the Inventory Purchase Agreement) and paid as follows: o the maximum amount which may be borrowed by KAV on the Closing Date under its "Senior Credit Facility" to purchase the Purchased Inventory (not to exceed 71% of the estimated purchase price and currently estimated to be approximately $103,600,000 (the "Cash Purchase Price") will be paid by wire transfer of immediately xxxxxable xxxxx into available funds on the account set forth on Exhibit Closing Date; o two promissory notes (collectively, the "DKAV Senior Subordinated Notes".) each in an original principal amount equal to the lesser of (1) 28.5% of the difference between the Adjusted Book Value of the Purchased Inventory and the amount of the Cash Purchase Price (currently estimated to be approximately $13,700,000) and (2) $20,000,000 will be issued by KAV to Distribution, one of which (the "KAV Senior Subordinated Note A") will be included in the assets of Distribution sold to Kellstrom under the Kellstrom Purchase Agxxxxxxx xs noted above; o x xxomissory note (bthe "KAV Subordinated Note") The in an original principal amount (currently estimated to be $15,000,000) equal to the difference between (1) the "Estimated Purchase Price" (determined as and when referenced above) and (2) the sum of $400,000 shall the Cash Purchase Price and the aggregate original principal amount of the KAV Senior Subordinated Notes will be paid issued by Bennett KAV to Morgan on Distribution and be subject to possible increase in principal amount as and when provided in Section 2.5(e) of the 60th day following Inventory Purchase Agreement; o if required post-closing by the Closing Date by wire xxxxxxxr terms of xxxxxiately available funds into the Inventory Purchase Agreement, promissory notes (the "KAV Senior Subordinated Adjustment Notes") in an account specified by Sellers, with such sum reduced by any bond transfer amounts set forth in the final accounting of Bond Accounts amount to be provided determined in accordance with Section 2.5(e) of the Inventory Purchase Agreement will be issued by Morgan KAV to Bennett within 45 days after the Closing Date Distribution and by anx xxxxts of xxx-xxf of Bennett under the set-off provisions of Section 6(g) hereof. (c) Xxx xum of $200,000, payable with respect Kellstrom. The KAV Senior Subordinated Notes will be seniox xx xxx KAV Subordinated Note and junior to the Wolff AgreementSenior Credit Facility and the KAV Senior Subordinated Adjustment Notes. The KAV Subordinated Note will be junior to the KAV Senior Subordinated Notes, shall the Senior Credit Facility and the KAV Senior Subordinated Adjustment Notes. The KAV Senior Subordinated Adjustment Note will be paid by Bennett senior to Morgan in three (3) insxxxxxents the KAV Senior Subordinated Notes and junior to the Senior Credit Facility. The financial terms of the Kellstrom Fixed Assets Lease are as follows: o The term of the Equipment Lease is 12 months from and after its effective date, with month-to-month extensions thereafter until the equipment subject to the Equipment Lease is returned to Distribution as and when provided in the Equipment Lease or purchased by Kellstrom as provided in the Equipment Lease. o Xxx monthly rental under the Equipment Lease is one percent (1%) per annum of the net book value of the subject equipment, which is $92,577.16. o The Equipment Lease provides for (i) $66,667 xxxxx Distribution to be pxxx xx September 1, 2002; able to obligate Kellstrom to purchase the subject equipmexx xxx x purchase price equal to the net book value of the equipment on termination of the Equipment Lease or during a 30 day period thereafter and (ii) $66,667 shall Kellstrom to be paid on October 1, 2002; and (iii) $66,666 shall be paid on November 1, 2002. Notwithstanding anything herein able to obligate Distribuxxxx xx xell all or any part of the subject equipment for a purchase price equal to the contrary, in net book value of the event that Wolff has not consented in writing to applicable equipment at any time during the assignment by the Sellers ox xxx Wolff Agreement to Purchaser or entered into a new employment agrexxxxx with Purchaser on or prior to the date set forth in this Section 2(c) for the payment of any installment, then one-half (1/2) of such installment shall be paid by Bennett to Morgan on the date set forth herein, so long as Wolff is xxxxxxxse sexxxxx as an employee or contractor of Bennett on xxxx date, 12 months from and the balance of such installment shall be pxxxxx xn escrow. In the event that Wolff has not consented in writing to the assignment by the Sellers xx the Wolff Agreement to Purchaser or entered into a new employment xxxxxment with Purchaser on or prior to November 1, 2002, then all amounts placed in escrow pursuant to this Section 2(c) shall be immediately forfeited by Sellers and returned to Purchaser, and in the event that Wolff shall consent in writing to the assignment by the Sellers of thx Xxxff Agreement to Purchaser or shall enter into a new employment agrxxxxxt with Purchaser on or prior to November 1, 2002, then all remaining installments set forth in this Section 2(c) shall be paid on the dates set forth above and all amounts then held in escrow pursuant to this Section 2(c) shall immediately be released and paid to Sellers. (d) The sum of $50,000 shall be paid by Bennett to Morgan as consideration for the nine (9) vehicles, vehicxx xxxxes axx/xx vehicle contracts set forth in Exhibit "C", such sum to be reduced by the amount of any liens or any other adjustments relating to securing good title to such scheduled assets and/or any sums paid to fulfill contingencies regarding such assets. The net sum payable by Bennett to Morgan in accordance with the foregoing sentence shall by xxxx xxthin 00 xxys after the Closing Date. Morgan shall transfer to Bennett any "escrow" or "repair account" in xxxxunction with the sxxxxxx vehicle contracts and the purchase price of the vehicles shall be adjusted accordinglyEquipment Lease becomes effective.