Common use of Purchase Price; Escrow Clause in Contracts

Purchase Price; Escrow. As full consideration for the sale, purchase, assignment, transfer and delivery of the RP101 Assets as contemplated hereby, at Closing Buyer shall pay to Resistys cash in the aggregate amount of One Million Six Hundred Eighty Thousand Dollars ($1,680,000) (the “Purchase Price”). The Buyer and Seller agree that, at Closing, Buyer shall pay the Purchase Price as follows: (a) (i) Forty Nine Thousand Seven Hundred Sixty One Dollars and Forty Eight Cents ($49,761.48) shall be paid to Licensor on behalf of Seller in payment of the amount owed to RESprotect as indicated on Schedule 5.3, and (i) One Hundred Thirteen Thousand Five Hundred Eighty Nine Dollars and Sixty Three Cents ($113,589.63) shall be paid to PRA on behalf of Seller in payment of the amount owed to PRA as indicated on Schedule 5.3, (the “Direct Payments”), and (b) One Million Five Hundred Sixteen Thousand Six Hundred Forty Eight Dollars and Eighty Nine Cents ($1,516,648.89) (the “Purchase Price Balance”) shall be paid to Xxxxxx Xxxxxx Xxxxxxxx LLP (the “Escrow Agent”), who shall hold the Purchase Price Balance in escrow pursuant to the Escrow Agreement attached hereto as Exhibit 4.1 (the “Escrow Agreement”). As provided in the Escrow Agreement, at Closing the Escrow Agent shall use the Purchase Price Balance to pay the amounts owed to the Creditors as set forth in Schedule 5.3 of the Disclosure Schedule (except the Direct Payments, which shall be paid by Buyer as set forth above in this paragraph), and shall hold the balance remaining after making such payments in escrow for a period of thirty (30) days (the “Escrow Period”). During the Escrow Period, if Buyer, Seller or Escrow Agent becomes aware of the existence of any other creditors of Seller or additional claims of existing Creditors, they shall promptly inform the other parties. If after consultation among Buyer and Seller, the parties agree as to the validity of any such claims, Buyer and Seller shall instruct the Escrow Agent to pay such claims out of the remaining balance of the Purchase Price Balance. Upon the expiration of the Escrow Period, any remaining balance less any amounts equal to any pending unresolved claims shall be distributed to Resistys.

Purchase Price; Escrow. As full consideration for At the saleClosing, purchase, assignment, transfer and delivery of Acquiror shall deliver to the RP101 Assets as contemplated hereby, at Closing Buyer shall pay to Resistys cash in the aggregate --------------------- Purchase Price Escrow Agent an amount of One Million Six Hundred Eighty Thousand Dollars ($1,680,000) 700,000 (the “"Purchase Price”). The Buyer and Seller agree that, at Closing, Buyer shall pay Price Escrow Amount") via wire transfer of immediately available funds to the account set forth in the Purchase Price Escrow Agreement. Of the Purchase Price Escrow Amount, $600,000 shall be credited toward and applied to Acquiror's obligation to pay the Estimated Purchase Price at the Closing and $100,000 of which shall be held and distributed as part of the Adjustment Escrow Amount. The Purchase Price Escrow Amount shall be subject to the terms and provisions of the Purchase Price Escrow Agreement. The Purchase Price Escrow Agreement shall provide that $500,000 of the Purchase Price Escrow Amount shall be held by the Purchase Price Escrow Agent to secure Seller's obligation under Section 11.3 and that $200,000 ------------ of the Purchase Price Escrow Amount (the "Adjustment Escrow Amount") shall be held by the Purchase Price Escrow Agent to secure the obligations, if any, of Seller and Acquiror under Section 4.5.2 and delivered as provided in the next ------------- following sentence. Pursuant to the Purchase Price Escrow Agreement, promptly (but, in any event, within three business days) following the expiration of the Dispute Notice Period or, in the event a Dispute Notice is delivered by Acquiror to Seller, the date on which Seller and Acquiror agree to the Final Purchase Price or the date on which the determination of the Independent Accounting Firm with respect thereto becomes final and binding, as the case may be, the Adjustment Escrow Amount shall be delivered by the Purchase Price Escrow Agent as follows: (a) if the Final Purchase Price exceeds the Estimated Purchase Price, (i) Forty Nine Thousand Seven Hundred Sixty One Dollars the Purchase Price Escrow Agent shall deliver to Seller an amount equal to the sum of (A) $100,000 and Forty Eight Cents ($49,761.48B) shall be paid to Licensor on behalf the lesser of Seller in payment of (x) the amount owed to RESprotect as indicated on Schedule 5.3, of such excess and (iy) One Hundred Thirteen Thousand Five Hundred Eighty Nine Dollars $100,000 and Sixty Three Cents (ii) if such excess is less than $113,589.63) 100,000, the Purchase Price Escrow Agent shall be paid deliver to PRA on behalf of Seller in payment of Acquiror an amount equal to the amount owed to PRA as indicated on Schedule 5.3, (the “Direct Payments”), by which such excess is less than $100,000; and (b) One Million Five Hundred Sixteen Thousand Six Hundred Forty Eight Dollars and Eighty Nine Cents ($1,516,648.89) (if the “Estimated Purchase Price Balance”exceeds the Final Purchase Price, (i) shall be paid to Xxxxxx Xxxxxx Xxxxxxxx LLP (the “Escrow Agent”), who shall hold the Purchase Price Balance in escrow pursuant to the Escrow Agreement attached hereto as Exhibit 4.1 (the “Escrow Agreement”). As provided in the Escrow Agreement, at Closing the Escrow Agent shall use deliver to Acquiror an amount equal to the sum of (A) $100,000 and (B) the lesser of (x) the amount of such excess and (y) $100,000 and (ii) if such excess is less than $100,000, the Purchase Price Balance Escrow Agent shall deliver to pay the amounts owed Seller an amount equal to the Creditors as set forth in Schedule 5.3 of the Disclosure Schedule (except the Direct Payments, amount by which shall be paid by Buyer as set forth above in this paragraph), and shall hold the balance remaining after making such payments in escrow for a period of thirty (30) days (the “Escrow Period”). During the Escrow Period, if Buyer, Seller or Escrow Agent becomes aware of the existence of any other creditors of Seller or additional claims of existing Creditors, they shall promptly inform the other parties. If after consultation among Buyer and Seller, the parties agree as to the validity of any such claims, Buyer and Seller shall instruct the Escrow Agent to pay such claims out of the remaining balance of the Purchase Price Balance. Upon the expiration of the Escrow Period, any remaining balance excess is less any amounts equal to any pending unresolved claims shall be distributed to Resistysthan $100,000.