Common use of Purchase Price and Payment Clause in Contracts

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration to be paid for the Assets (the "Purchase Price") shall be paid to the Sellers as follows: (i) $500,000.00 as a deposit, which amount was delivered to the Sellers prior to the date of this Agreement; (ii) $12,500,000.00 (the "Cash Payment") at the Initial Closing Date, subject to the applicable adjustments set forth in this Article 2.2; (b) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by an amount equal to the product of (i) four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer (the "Adjustment Time"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closing. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate.

Purchase Price and Payment. (a) 3.1 In addition to full payment for the assumption Rig and as Builder’s compensation for designing, constructing, launching, equipping, testing, completing, commissioning, delivering and selling the Rig and in the performance of the Assumed LiabilitiesWorks, Buyer agrees to pay Builder a total consideration of United States Dollars One hundred and thirty-nine million five hundred thousand only (US$139,500,000 (hereinafter referred to as the consideration to be paid for the Assets (the "“Purchase Price"”) provided however that the Purchase Price shall be subject to adjustment in accordance with the provisions of Article 10 (Variations) and this Article 3 (Purchase Price and Payment). 3.2 The Purchase Price, shall be paid in full, free of bank charges, to the Sellers Builder as follows: (a) the sum of United States Dollars Fifty Five Million Eight Hundred Thousand( US$55,800,000) (“the First Payment”) not later than not later than fifteen (15) Banking Days from the Effective Date provided that the Builder’s Parent Company Guarantee has been issued by the Builder’s Guarantor in favour of the Buyer; and (b) the balance of the Purchase Price amounting to United States Dollars Eighty three Million Seven Hundred Thousand] (US$83,700,000 (the “Balance Payment”) shall be made available as a seller’s credit, payable [***] the date falling 60 months from the date that Buyer actually takes delivery of the Rig. No balance of the Purchase Price is due if the Rig is not delivered under this Contract. If the Rig is delivered under this Contract, Buyer shall pay interest on the Balance Payment to Builder, quarterly, as follows:- (i) $500,000.00 as a depositduring the period of 36 months after the Contract Delivery Date, which amount was delivered at the rate of [***]% above the Average LIBOR up to the Sellers prior day the balance of the Purchase Price is paid to the date of this AgreementBuilder; (ii) $12,500,000.00 (during the "Cash Payment") period of 12 months thereafter, at the Initial Closing rate of [***]% above the Average LIBOR up to the day the balance of the Purchase Price is paid to the Builder; and (iii) during the period of 12 months thereafter, at the rate of [***]% above the Average LIBOR up to the day the balance of the Purchase Price is paid to the Builder. Builder shall invoice the Buyer in writing, for each quarter in respect of the interest payable for that quarter which interest shall be due and payable on the last Banking Day of that quarter. Builder’s invoices in this regard shall be conclusive evidence of such amount of Interest to be payable by Buyer, save for manifest error. Pacific Class® 400 Rig Construction Contract (PPl Hull No. P2047) For the purpose of clarification and avoidance of doubt, the accrual of the interest on the Balance Payment as provided above shall commence on the date on which the Rig is actually delivered to the Buyer. In the event Buyer takes delivery of the Rig later than the Contract Delivery Date, subject and such delay in taking delivery is not due to any delay on the applicable adjustments set forth part of Builder, the accrual of the interest on the Balance Payment as provided in this Article 2.2; (b) On Clause shall commence on the Initial Closing Contract Delivery Date. In the event that the Buyer takes delivery earlier than the Delivery Date, the Cash Balance Payment becomes due and interest starts to accrue on the Balance Payment from the actual delivery date. 3.3 Buyer shall fail to make payment within 7 Business Days of the due date of any sum of whatsoever nature payable by Buyer under this Contract, Buyer shall be decreasedliable to pay default interest on such outstanding payment at the rate of [***]% above the interest rate then applicable to the Balance Payment as stated in Article 3.2 hereinabove, 3.4 If the Builder fails to keep the Builders Parent Company Guarantee in force until delivery and acceptance of the Rig, if the Builder shall be in breach of a condition of the Contract and the Buyer shall be entitled to terminate the Contract, in which event the First Payment together with interest at allthe rate of [***]% above the Average LIBOR calculated from the date of payment to the date of refund and all amounts paid by Buyer to Builder in respect of Variations as well as the cost of any OFE paid by Buyer (unless the OFE is delivered to Buyer) shall be immediately refunded and, until refunded in full are due as a debt by Builder to Buyer. 3.5 Buyer shall pay to Builder an amount equal to reflect the uplift in value of the Rig at the time when Buyer pays to Builder the Balance Payment, to be defined and calculated as follows: (A) A definite fixed sum of USD[***]; plus (B) 25% of the increase in value of the Rig obtained from the difference between: (1) the average of 3 independent broker quotes for the value of the Rig at the time of Buyer’s payment of the Balance Payment, and (2) the Purchase Price. Less (a) [***]% per annum of the First Payment, calculated from the date of delivery of the Rig by the Builder to the product Buyer until the date the Buyer pays the Builder the Balance Payment; and Pacific Class® 400 Rig Construction Contract (PPl Hull No. P2047) In the event that the average of the 3 independent broker quotes is lower than the Purchase Price, or If the amount to reflect the uplift in value of the Rig as calculated above results in a negative figure, then no amount in this sub-clause (iB) four hundred forty-four dollars ($444) times (ii) will be payable by the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) Buyer, and the aggregate number Builder has no obligation to reimburse the Buyer for the shortfall. 3.6 The Buyer shall during the period from the Effective Date up to 30 January 2019 (or such other date on which the last rig is delivered under the Master Agreement) place orders worth not less than US$[***] for equipment and spares for the Rig by executing and issuing purchase order forms to the Builder. The Buyer shall be liable to make an additional payment of Units at [***]% on the Properties covered by Right value of Entry Agreements which Sellers assign to Buyer such purchase orders as of the Initial Closing Dateadministrative charges. If the Right total value of Entry Agreements for Buyer’s orders by 30 January 2019 (or such other date on which the last rig is delivered under the Master Agreement) is less than all of the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional ClosingUS$[***], Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right Builder [***]% of Entry the shortfall. Buyer shall make payment on its orders within 30 days from the date of Builder’s invoice. 3.7 All payments to be effected by Buyer to Builder pursuant to this Agreement covering a Property transferred shall be remitted to the Buyer on such Additional Closing Datefollowing bank account of Builder, free and clear of bank charges; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all [***] Swift Address: [***] FED ABA: [***] For A/C: UOB Singapore Swift Code: [***] For Credit of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer (the "Adjustment Time"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating PPL Shipyard Pte Ltd US$ current A/C No: [***] or to such Assets allocable other bank account as Builder shall notify Buyer in writing from time to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closingtime. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate.

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration The purchase price to be paid by Buyer to Sellers on the Closing Date for the Assets Shares shall be Twenty-Four Million Two Hundred Eighty Two Thousand Eight Hundred Sixty-Eight Dollars ($24,282,868), subject to adjustment for changes in the Net Working Capital of the Company as described in Section 1.3 below (the "Purchase Price"). The Net Working Capital of the Company as of March 23, 2003, is Thirty Million Seven Hundred Seventy Three Thousand Two Hundred Forty-Eight Dollars ($30,773,248) (the "March 23, 2003 Net Working Capital"). In order to establish a reasonable estimate of the Purchase Price at Closing, Sellers shall prepare and deliver to Buyers, not less than five (5) business days prior to the Closing Date, a detailed written statement (the "Preliminary Purchase Price Statement") of Sellers' reasonable good faith calculation of the Company's Net Working Capital as of the Closing Date (the "Preliminary Net Working Capital"). If the Preliminary Net Working Capital is less than the March 23, 2003 Net Working Capital, the Purchase Price shall be reduced dollar for dollar by such difference and if the Preliminary Net Working Capital is greater than the March 23, 2003 Net Working Capital the Purchase Price shall be increased dollar for dollar by such difference. The Purchase Price shall be paid at Closing as follows: (a) an amount equal to the Purchase Price (based on the Preliminary Purchase Price Statement) less the sum of One Million Dollars ($1,000,000) shall be paid to the Sellers as follows: (i) $500,000.00 as a deposit, which amount was delivered to the Sellers prior to the date by wire transfer of this Agreement; (ii) $12,500,000.00 immediately available funds (the "Cash Closing Payment") at the Initial Closing Date, subject to the applicable adjustments set forth in this Article 2.2;); and (b) On the Initial Closing Date, sum of One Million Dollars ($1,000,000) (the Cash Payment "Escrow Payment") shall be decreased, if at all, by an amount equal delivered to Xxxxx Fargo Bank (the product of (i"Escrow Agent") four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered be held in escrow on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, terms and subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on an escrow agreement substantially in the first day of each month form attached hereto as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer Exhibit A (the "Adjustment TimeEscrow Agreement"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closing. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate.

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration The purchase price to be paid by Buyers to Sellers for the Assets shall be Three Million Eight Hundred Seventeen Thousand One Hundred Thirty-Two Dollars ($3,817,132), subject to adjustment following the Closing Date for changes in Net Working Capital with respect to the Meat Processing Business and the Retail Store Business as described in Section 1.4 below (the "Purchase Price"). The Net Working Capital of Sellers with respect to the Retail Store Business and the Meat Processing Business as of March 23, 2003, is Four Million Seven Hundred Seventy One Thousand Two Hundred Fifty-Seven Dollars ($4,771,257) (the "March 23, 2003 Net Working Capital"). In order to establish a reasonable estimate of the Purchase Price at Closing, Sellers shall prepare and deliver to Buyers, not less than five (5) business days prior to the Closing Date, a detailed written statement (the "Preliminary Purchase Price Statement") of Sellers' reasonable good faith calculation of the Net Working Capital with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date (the "Preliminary Net Working Capital"). If the Preliminary Net Working Capital is less than the March 23, 2003 Net Working Capital, the Purchase Price shall be reduced dollar for dollar by such difference and if the Preliminary Net Working Capital is greater than the March 23, 2003 Net Working Capital the Purchase Price shall be increased dollar for dollar by such difference. The Purchase Price shall be paid at Closing as follows: (a) An amount equal to the Purchase Price (based on the Preliminary Purchase Price Statement) less the sum of Two Million Dollars ($2,000,000) shall be paid to the Sellers as follows: (i) $500,000.00 as a deposit, which amount was delivered to the Sellers prior to the date by wire transfer of this Agreement; (ii) $12,500,000.00 immediately available funds (the "Cash Closing Payment") at the Initial Closing Date, subject to the applicable adjustments set forth in this Article 2.2;); and (b) On The sum of Two Million Dollars ($2,000,000) (the Initial Closing Date, the Cash Payment "Escrow Payment") shall be decreased, if at all, by an amount equal delivered to Xxxxx Fargo Bank (the product of (i"Escrow Agent") four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered be held in escrow on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, terms and subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on an Escrow Agreement substantially in the first day of each month form attached hereto as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer Exhibit A (the "Adjustment TimeEscrow Agreement"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closing. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate.

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration to be paid for the Assets The purchase price (the "Purchase Price") -------------------------- -------------- for the Purchased Assets is Eleven Million Five Hundred Thousand Dollars ($11,500,000.00) subject to adjustment pursuant to this Section 3.3 and Section 3.4, payable as follows: a. At the Closing, Purchaser shall pay in cash by wire transfer to an account designated by Seller, Ten Million Five Hundred Thousand Dollars ($10,500,000.00), minus the total dollar amount of the Customer Allowances set forth on Schedule 2.1(c). --------------- b. In the event that the actual amount paid by Purchaser in respect of Customer Allowances (the "Actual Customer Allowance ------------------------- Amount") during the six (6) months from the Closing Date is either ------ less or greater than the amount of Customer Allowances set forth on Schedule 2.1(c) (the "Closing Date Customer Allowance Amount"), --------------- -------------------------------------- Purchaser or Seller as the case may be shall pay the other party for the shortfall or excess as follows: if the Actual Customer Allowance Amount is more than $25,000.00 greater than the Closing Date Customer Allowance Amount, Seller shall pay Purchaser, dollar for dollar calculated from $1.00 and above, the full amount by which the Actual Customer Allowance Amount exceeds the Closing Date Customer Allowance Amount; and if the Actual Customer Allowance Amount is more than $25,000.00 less than the Closing Date Customer Allowance Amount, Purchaser shall pay Seller, dollar for dollar calculated from $1.00 and above, the full amount by which the Closing Date Customer Allowance Amount exceeds the Actual Customer Allowance Amount. Any payment due under the preceding provisions of this Section 3.3(b) will be made within seven (7) business days following the end of such 6-month period. In the event that, after the Closing Date any customer off-sets the amount of any Customer Allowance assumed by Purchaser under Section 2.1 hereof from any amount due and owing from the customer to Seller, Purchaser shall reimburse Seller for such amount within 7 business days of receipt of written notice (together with supporting documentation provided by such customer with respect to such offset) from Seller of such offset; provided, however, that any amount reimbursed to Seller pursuant to this sentence shall be included as having been paid by Purchaser for purposes of determining the Actual Customer Allowance Amount. c. At the Closing, One Million Dollars ($1,000,000.00) of the Purchase Price (the "Escrow Amount") shall be paid to the Sellers as follows: (i) $500,000.00 as a deposit, which amount was delivered to the Sellers prior to the date The Capital ------------- Trust Company of this Agreement; (ii) $12,500,000.00 Delaware (the "Cash PaymentEscrow Agent") at to be held in escrow ------------ and disbursed in accordance with the Initial Closing Date, subject to the applicable adjustments terms set forth below in this Article 2.2; subsection (b) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by an amount equal to the product of (i) four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250c) and the aggregate number of Units at Escrow Agreement attached hereto as Attachment B. In the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as event that the greater of the Initial amount of (1) the aggregate of gross sales of Products by Seller from April 1, 2003 through Closing Date. If and by Purchaser from Closing through March 31, 2004 or (2) the Right aggregate of Entry Agreements for gross sales of Products by Seller from May 1, 2003 through Closing and by Purchaser from Closing through April 30, 2004 (such greater amount hereinafter referred to as the "Gross Sale ---------- Amount") is less than all of or equal to $14.5 million, the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings Escrow Amount ------ shall be heldreturned to Purchaser. In the event the Gross Sale Amount is greater than or equal to $16.5 million, as necessary, subject the Escrow Amount will be paid to Seller. In the satisfaction or waiver of event the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount Gross Sale Amount is greater than $13,000,000 for all 14.5 million but less than $16.5 million the Escrow Amount will be divided proportionately between Purchaser and Seller. (By way of illustration: if the Gross Sale Amount is $16.0 million, $250,000 of the Assets. Not less than three business days prior Escrow Amount will be returned to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith Purchaser and $750,000 of the number Escrow Amount will be paid to Seller). The gross sales of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on Products by Seller through the Closing Date that shall be included in the Gross Sales Amount pursuant to this Section 3.3(c) shall be as reflected on which such Assets are sold to Buyer (Schedule 3.3(c). For purposes --------------- of determining disbursement of the "Adjustment Time"Escrow Amount under the foregoing terms of this Section 3.3(c), shall be prorated between Buyer it is hereby acknowledged and Sellers agreed that Purchaser may operate the Business post-Closing and sell and market Products as of the Adjustment Time Purchaser deems appropriate in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable its sole discretion, including but not limited to the period prior right, exercisable in Purchaser's sole discretion, to sell or not to sell to any of Seller's existing customers. Within fifteen (15) business days after the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to end of each calendar month during the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of from the Closing DateDate through April 30, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date2004, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closing. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and Purchaser shall provide Buyer Seller with a report detailing its gross sales of Products for such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificatemonth.

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration to be paid The aggregate purchase price for the Assets Shares being purchased by the Buyer from the Seller (the "Purchase Price") shall be paid forty-two million five-hundred thousand United States dollars (U.S. $42,500,000). (b) Buyer shall have the option, at its own discretion, to pay the Sellers as followsPurchase Price in any of the following manners: (i) $500,000.00 as a deposit, which amount was delivered to pay the Sellers prior to Purchase Price entirely at Closing (the date of this Agreement;"Full-Cash Alternative"); or (ii) $12,500,000.00 to pay (x) at Closing, a sum not less than thirty million United States dollars (U.S. $ 30,000,000) (the "Cash Initial Payment"); and (y) the balance thereof (U.S. $ 12,500,000 or such lesser amount if the Initial Payment exceeds U.S. $ 30,000,000), within one hundred and eighty (180) days as from the Closing (the "Final Payment") at the Initial Closing Date, subject to the applicable adjustments set forth in (this Article 2.2; (b) On the Initial Closing Datealternative, the Cash Payment shall be decreased, if at all, by an amount equal to the product of (i) four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate"Finance Alternative"). (c) All revenues arising from Buyer shall give notice to the operation Seller, on or prior to October 25, 1999, as to its election of the Assets until 12:01 a.m. on the Closing Date on manner in which such Assets are sold to Buyer (the "Adjustment Time"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at shall be paid. Absent receipt of such notice within the Closingforegoing period, it shall be understood that the Buyer has elected the Finance Alternative. (d) On If the Initial Closing DateBuyer has elected the Full-Cash Alternative, at the Cash Payment shall be decreasedClosing, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon hereunder, shall be paid by the parties. Not less than three business Buyer to the Seller by wire transfer of immediately available funds to an account or accounts designated for this purpose, at least five (5) working days prior to the Closing, by the Seller to the Buyer. (e) If the Buyer has elected, or pursuant to point (c) above is deemed to have elected, the Finance Alternative, at Closing, the Buyer shall pay the Initial Closing DatePayment to the Seller by wire transfer of immediately available funds to an account or accounts designated for this purpose, Sellers at least five (5) working days prior to the Closing, by the Seller to the Buyer. The Final Payment shall deliver accrue interest at an annual rate of ten per cent. (10 %) and shall be paid by the Buyer by wire transfer of immediately available funds to an account or accounts designated for this purpose by the Seller to the Buyer. In the case the Final Payment is made by the Buyer a certificate prepared in good faith setting forth within ninety (90) days of the amountClosing, if any, no interest shall accrue on the Final Payment and Buyer's obligation shall be limited to the balance of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificatePrice.

Purchase Price and Payment. The Purchase Price shall be nine hundred thousand dollars (a) In addition $900,000). Purchaser shall pay to Seller the assumption of the Assumed LiabilitiesPurchase Price in two installments, the consideration to first of which shall be paid for the Assets two hundred forty four thousand eight hundred twenty four and 97/100ths dollars (the "Purchase Price"$244,824.97) (“Initial Installment”) which shall be paid by wire transfer to Seller, upon execution and delivery by the Sellers as follows: (i) $500,000.00 as a deposit, which amount was delivered to the Sellers prior to the date parties of this Agreement; (ii) $12,500,000.00 (. The balance of the "Cash Payment") at Purchase Price shall be paid by Purchaser to Seller on a date selected by Purchaser but no later than May 7, 2012. The balance of the purchase price shall be computed as follows: Balance of Purchase Price = Purchase Price minus Initial Closing Date, subject to Installment minus IFL Liabilities plus any GJ Garnishment Adjustment For the applicable adjustments set forth in this Article 2.2; (b) On the Initial Closing Dateavoidance of doubt, the Cash Payment Purchase Price shall be decreased, if at all, by an amount equal to the product not exceed $900,000 less actual liabilities of (i) four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer (the "Adjustment Time"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held IFL as of the Closing Date, and Date (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held including liabilities accrued but not disclosed as of the Closing DateDate but discovered before May 7, 2012), which credits shall constitute a reduction computation will take into account the amount of cash held in Regions Bank or JX Xxxxxx Cxxxx subject to the Purchase Price paid GJ Garnishment and whether such cash is released to Sellers at IFL or used to reduce part of the Closing. (d) On liability of IFL with respect to the Initial Closing Date, the Cash Payment shall be decreasedGJ Judgment. Accordingly, if at allthe IFL Liabilities are determined to be $655,000 and if none of the Regions Bank cash becomes available to IFL or is used to offset any of the GJ Judgment, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, Balance of the Purchase Price Reductionshall be $-0- (i.e. $ 900,000 minus $245,000 minus $655,000 plus zero). If the IFL Liabilities are determined to be $655,000 and if $200,000 of cash held by Regions Bank or JX Xxxxxx Cxxxx is either released to IFL or used by IFL to satisfy $200,000 of the GJ Judgment, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount Balance of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificatebe $200,000 (i.e. $900,000 minus $245,000 minus $655,000 plus $200,000).

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration to be paid for the Assets The purchase price (the "Purchase Price") -------------------------- -------------- for the Purchased Assets shall be paid to the Sellers as followsconsist of: (i) $500,000.00 an amount, payable to BLI in cash on the Closing Date (as a depositdefined in Section 1.9), equal to the Net Book Value of the Acquired Net Assets (as defined in subsection 1.3.1) on the Closing Date, which amount was delivered shall be subject to the Sellers prior adjustment pursuant to the date of this AgreementSection 1.4; (ii) $12,500,000.00 if Acquisition Co.'s average annual Net After Tax Earnings (as defined in subsection 1.3.3) for the two-year period commencing with the last day of the month in which the Closing Date occurs (the "Cash Determination Date") and ended on the second anniversary of ------------------ the Determination Date is greater than $800,000, an amount payable in cash (the "Year Two Payment") at the Initial Closing Date), subject which shall not be less ---------------- than $0.00, equal to the applicable adjustments set forth in this Article 2.2; lesser of (a) $700,000, or (b) On 35% of Acquisition Co.'s average annual Net After Tax Earnings for the Initial Closing Date, two-year period commencing with the Cash Payment shall be decreased, if at all, by Determination Date and ended on the second anniversary thereof; and (iii) an amount payable in cash (the "Year Three Payment," and ------------------ collectively with the Year Two Payment the "Earn-Out -------- Payments"), which shall not be less than $0.00, equal to the -------- product of the number specified in column two of the table below multiplied by Acquisition Co.'s average annual Net After Tax Earnings for the three-year period commencing with the Determination Date and ended on the third anniversary thereof, minus (a) amounts paid under subsections (i) four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer (the "Adjustment Time"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer of this Section 1.3, and (b) 50% of the Subordinated Note Advance Payment if Acquisition Co.'s average annual Net After Tax Earnings for the period commencing with an amount the Determination Date and ended on the third anniversary thereof is greater than $1,000,000 and 100% of the Subordinated Note Advance Payment if Acquisition Co.'s average annual Net After Tax Earnings for the period commencing with the Determination Date and ended on the third anniversary thereof is less than or equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closing. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate.$1,000,000:

Purchase Price and Payment. (a) In addition to the assumption of the Assumed Liabilities, the consideration The purchase price to be paid by Buyers to Sellers for the Assets shall be Three Million Eight Hundred Seventeen Thousand One Hundred Thirty-Two Dollars ($3,817,132), subject to adjustment following the Closing Date for changes in Net Working Capital with respect to the Meat Processing Business and the Retail Store Business as described in Section 1.4 below (the "Purchase Price"). The Net Working Capital of Sellers with respect to the Retail Store Business and the Meat Processing Business as of March 23, 2003, is Four Million Seven Hundred Seventy One Thousand Two Hundred Fifty-Seven Dollars ($4,771,257) (the "March 23, 2003 Net Working Capital"). In order to establish a reasonable estimate of the Purchase Price at Closing, Sellers shall prepare and deliver to Buyers, not less than five (5) business days prior to the Closing Date, a detailed written statement (the "Preliminary Purchase Price Statement") of Sellers' reasonable good faith calculation of the Net Working Capital with respect to the Retail Store Business and the Meat Processing Business as of the Closing Date (the "Preliminary Net Working Capital"). If the Preliminary Net Working Capital is less than the March 23, 2003 Net Working Capital, the Purchase Price shall be reduced dollar for dollar by such difference and if the Preliminary Net Working Capital is greater than the March 23, 2003 Net Working Capital the Purchase Price shall be increased dollar for dollar by such difference. The Purchase Price shall be paid at Closing as follows: (a) An amount equal to the Purchase Price (based on the Preliminary Purchase Price Statement) less the sum of Two Million Dollars ($2,000,000) shall be paid to the Sellers as follows: (i) $500,000.00 as a deposit, which amount was delivered to the Sellers prior to the date by wire transfer of this Agreement; (ii) $12,500,000.00 immediately available funds (the "Cash Closing Payment"); and (b) The sum of Two Million Dollars ($2,000,000) (the "Escrow Payment") at shall be delivered to Xxxxx Fargo Bank (the Initial Closing Date, "Escrow Agent") to be held in escrow on the terms and subject to the applicable adjustments conditions set forth in this Article 2.2; (b) On an Escrow Agreement substantially in the Initial Closing Date, the Cash Payment shall be decreased, if at all, by an amount equal to the product of (i) four hundred forty-four dollars ($444) times (ii) the difference between Twenty-Nine Thousand Two Hundred Fifty (29,250) and the aggregate number of Units at the Properties covered by Right of Entry Agreements which Sellers assign to Buyer form attached hereto as of the Initial Closing Date. If the Right of Entry Agreements for less than all of the Properties are delivered on the Initial Closing Date because Required Consents have not been obtained, then Additional Closings shall be held, as necessary, subject to the satisfaction or waiver of the conditions to an Additional Closing set forth in Articles 6 and 7. Such Additional Closings shall be held on the first day of each month as set forth in Article 8.1 in accordance with Article 8 and the Sellers shall deliver to Buyer any Required Consents obtained after the Initial Closing Date, provided the last Additional Closing Date shall occur on or before the Final Closing Date. At each Additional Closing, Buyer shall pay to Sellers four hundred forty four dollars ($444) per Unit for each Right of Entry Agreement covering a Property transferred to the Buyer on such Additional Closing Date; provided however, in no event shall the Buyer be required to pay to the Sellers an amount greater than $13,000,000 for all of the Assets. Not less than three business days prior to each Closing, Sellers shall deliver to Buyer a certificate prepared in good faith of the number of Units at the Properties transferred to the Buyer, and shall provide Buyer with such information as Buyer may reasonably request to verify the number of Units so designated in such certificate. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate. (c) All revenues arising from the operation of the Assets until 12:01 a.m. on the Closing Date on which such Assets are sold to Buyer Exhibit A (the "Adjustment TimeEscrow Agreement"), shall be prorated between Buyer and Sellers as of the Adjustment Time in accordance with GAAP and on the principle that Sellers shall receive all revenues relating to such Assets allocable to the period prior to the Adjustment Time and Buyer shall receive all revenues relating to such Assets allocable to the period after the Adjustment Time. PCTV Corp., jointly and severally, and PEI severally shall be responsible for all Excluded Liabilities, and Buyer shall be responsible for all Assumed Liabilities relating to the Assets transferred on such Closing Date. Notwithstanding the above, the Sellers and Buyer agree that no prorations shall be made between the parties at any Closing for Accounts Receivable or for Advance Subscriber Payments related to Properties for which a Closing is held, except that (i) Sellers shall credit Buyer with an amount equal to the Customer Deposits related to Properties for which a Closing is held as of the Closing Date, and (ii) Sellers shall credit Buyer with an amount equal to three percent (3%) of all Accounts Receivable related to Properties for which a Closing is held as of the Closing Date, which credits shall constitute a reduction in the Purchase Price paid to Sellers at the Closing. (d) On the Initial Closing Date, the Cash Payment shall be decreased, if at all, by the amount of the Purchase Price Reduction as set forth in Article 5.18 and as agreed upon by the parties. Not less than three business days prior to the Initial Closing Date, Sellers shall deliver to Buyer a certificate prepared in good faith setting forth the amount, if any, of the Purchase Price Reduction, and shall provide Buyer with such information as Buyer may reasonably request to verify the amount of the Purchase Price Reduction. Sellers shall permit Buyer and its agents and employees to discuss with Sellers and their employees and representatives any such certificate and information and procedures used in connection with the preparation of the certificate.