Reductions to Cash Consideration. The Cash Consideration to be delivered at Closing shall be reduced, dollar for dollar, by the aggregate amount of ZERO DOLLARS ($-0-), which amount Stockholder represents and warrants is sufficient to reduce the Corporations’ “Aggregate Existing Obligations” (as defined in Section 6.d hereof) to Zero Dollars ($-0-). Stockholder represents and warrants to Buyer that the following obligations, which otherwise would have reduced the amount of the Cash Consideration to be delivered at Closing, were satisfied by payment in full prior to the Closing Date: (A) $71,289.83, representing the amount owed by Stockholder and/or its affiliates to GMAC through the Effective Date; (B) $25,000.00, representing the final settlement obligation owed by Arcadia Resources, Inc. and/or its affiliates to Dargon Xxxxx, Xx. and Xxx Xxxxx in settlement of Case Nos. 2008-CP-15-172 and 492 (collectively, the “Xxxxx Cases”), each filed in the County of Colleton, State of South Carolina; and (C) $5,915.22, representing the final installments owed by Arcadia Resources, Inc. and/or its affiliates to Parelsu II, LLP under that certain letter agreement dated November 20, 2008, which letter agreement set forth the terms pertaining to the settlement of that certain lease dispute involving leased property having a street address of 000X Xxxxxxxxx Xxxx., Walterboro, South Carolina 29488. Stockholder shall provide to Buyer, on or before the Closing Date, confirmation of the payment of such amounts (including, in the case of the GMAC payment, copies of the electronic receipts of such payments/payoffs to GMAC), and shall provide to Buyer post-Closing, a copy of the signed Release and Indemnification Agreement pertaining to the Xxxxx Cases, promptly after such document has been executed by Dargon Xxxxx, Xx. and Xxx Xxxxx. Not later than that date which is ten (10) days from the Closing Date, Stockholder shall cause to be obtained from the following secured parties, and filed with the Secretary of State of Delaware for Beacon/Georgia, the Secretary of State of North Carolina for Xxxxxx and the Secretary of State of Georgia for Trinity, Form UCC-3 Termination Statements terminating the following Form UCC-1 Financing Statements:
Reductions to Cash Consideration. The Cash Consideration to be delivered at Closing shall be reduced, dollar for dollar, by (1) Two Hundred Eighty Seven Thousand Five Hundred Dollars ($287,500.00), representing the amount owed by Stockholder to Xxxxxx Xxxxxxxx & Associates, Inc. on the Closing Date (the "SRA Commission Obligation") (the SRA Commission Obligation to be paid on the Closing Date does not include any commission payable by Stockholder to Xxxxxx Xxxxxxxx & Associates, Inc. pursuant to Section 3.b.ii hereof upon the payment and release of any portion of the Contingent Cash Consideration to Stockholder, and does not include any other commission payable by Stockholder to Xxxxxx Xxxxxxxx & Associates, Inc. after the Closing Date); and (2) the aggregate amount of Eight Hundred Sixty Three Thousand One Hundred Sixty Seven and 59/100 Dollars ($863,167.59), which amount Stockholder represents and warrants is sufficient to satisfy in full the following liabilities of the Corporation and reduce the Corporation's "Existing Obligations" (as defined in Section 6.d hereof) to Zero Dollars ($-0-):
