Common use of Purchase Price Payment Clause in Contracts

Purchase Price Payment. Subject to Section 2.2, the consideration to be paid by Buyer to Seller for the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars ($914,000) (the "Purchase Price"). Eight Hundred Twenty-Two Thousand Six Hundred Dollars ($822,600) of the Purchase Price shall be paid to Receiver in cash or other immediately available funds at Closing. The remaining Ninety-One Thousand Four Hundred Dollars ($91,400) of the Purchase Price (the "Holdback") will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period of six months following the Closing to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 2.1 hereto (the "Escrow Agreement"). Buyer will advise Seller in advance of its causing any of the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller within ten (10) business days after expiration of such six-month period. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the Holdback.

Purchase Price Payment. Subject to Section 2.2, Use of Proceeds and Retention of --------------------------------------------------------- Purchase Price. The aggregate issue price for all the consideration to Common Shares being sold -------------- shall be paid by Buyer to Seller for the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars ($914,000) U.S.$10,000,000 (the "Purchase Price"). Eight Hundred Twenty-Two Thousand Six Hundred Dollars ($822,600) of At the Closing, Schein shall pay the Purchase Price shall be paid to Receiver in cash or other by wire transfer of immediately available funds at to an account designated by Cheminor prior to the Closing; provided such account is in the name of Cheminor and located in India. The remaining NinetyU.S.$10,000,000 received by Cheminor at the Closing shall be used by Cheminor to pay down certain of its existing debt; provided, however, that nothing in this Section 1.2 shall be construed as restricting Cheminor's ability to further incur any indebtedness or re-One Thousand Four Hundred Dollars ($91,400) of borrow any amount so paid down at any time after the Closing, and provided -------- further, however, that Cheminor shall retain the Purchase Price in such account ------- ------- and shall not use the proceeds thereof to pay down certain of its existing debt or for any other purpose whatsoever and shall hold such Purchase Price in escrow for reimbursement to Schein in the event that Cheminor fails to make any Post- Closing Deliveries (the "Holdback"as defined in Section 6.3) will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period of six months following the Closing to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent Schein pursuant to Section 6.3 hereof. Following Schein's determination pursuant to Section 6.3 that all the terms of an Escrow Agreement substantially Post-Closing Deliveries have been made prior to the Post-Closing Deliveries Deadline (as defined in Section 6.3), then Cheminor shall have the form of Exhibit 2.1 hereto (right to use the "Escrow Agreement"). Buyer will advise Seller in advance of its causing any of the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller within ten (10) business days after expiration of pay down such six-month period. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the Holdbackdebt.

Purchase Price Payment. Subject to Section 2.2, the consideration to be paid by Buyer to Seller The purchase price for the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars ($914,000) Property (the "Purchase Price"). Eight Hundred Twenty) shall be Thirty-Two Thousand Six Hundred Seven Million and No/100 Dollars ($822,60037,000,000.00). The Purchase Price shall be payable by Buyer to Seller in cash by wire transfer of funds at closing under this Contract. The Association shall arrange at its sole cost and liability with the party conducting closing to have the Purchase Price allocated among the Association and the Participating Members as they shall have agreed in the Partial Liquidation Plan; provided, however, that the Partial Liquidation Plan is delivered to the party conducting closing no less than thirty (30) days prior to closing and further provided that Buyer shall have no obligation or liability with respect to the distribution of the Purchase Price at closing pursuant to the Partial Liquidation Plan. The Deposit and the Purchase Price Advance shall be paid applied to Receiver in cash or other immediately available funds the Purchase Price at Closingclosing. The remaining Ninety-One Thousand Four Hundred Dollars ($91,400) Notwithstanding the foregoing, the parties hereby agree that a portion of the Purchase Price equal to Two Hundred and Fifty Thousand and No/100 Dollars (the $250,000.00) ("HoldbackEscrowed Funds") will shall be held placed in escrow with Escrow Agent upon closing hereunder for twelve (12) months in order to reimburse Buyer for any costs and expenses incurred by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period Buyer to defend any claims of six months following the Closing any kind made against Buyer with regard to secure Seller's obligations hereundertransfer of its interest in the Property pursuant to this Contract and Buyer's resulting title to the Property. The Holdback All reasonable costs and expenses incurred by Buyer as result of Buyer defending any such claims (including, without limitation, attorney's fees, court and witness costs, consulting fees, development delays, and engineering costs) shall be maintained the sole responsibility of Seller and shall be paid out of such Escrowed Funds until exhausted and thereafter shall be Buyer's sole responsibility. Any amounts remaining of such Escrowed Funds upon the expiration of twelve (12) months after closing hereunder shall be returned to Seller by the Escrow Agent. At closing, Seller, Buyer and Escrow Agent shall enter into an escrow agreement reasonably acceptable to the parties covering the Escrowed Funds pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 2.1 hereto (the "Escrow Agreement"). Buyer will advise Seller in advance of its causing any of the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller within ten (10) business days after expiration of such six-month period. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the Holdbackthis paragraph.

Purchase Price Payment. Subject In consideration of the sale, assignment and transfer of the Membership Interests pursuant to Section 2.21.1 hereof, Buyer shall pay an amount (the consideration “Purchase Price”) equal to $272,000,000, plus the amount of cash and cash equivalents on hand in the Company’s bank, money market and/or securities accounts as of the date (such date being the “Measurement Date”) which is earliest of the Closing Date or the Stated Date (as herein defined), subject to an appropriate reserve for outstanding checks as of the Measurement Date, subject to possible adjustment pursuant to Section 5.15 hereof. It being understood that, from the Purchase Price payable by Buyer to Seller, without double counting: (i) Buyer shall be entitled to deduct therefrom Seller’s share of the Transaction Taxes under Section 5.9 paid by Buyer at Closing, if any, Seller’s share of the HSR Fees and any Excluded Liabilities paid at Closing by Buyer on Seller’s behalf, (ii) the portion of the Purchase Price equal to the outstanding indebtedness of the Company owing to the Lenders as of the Closing Date under the Credit Agreement (the “Debt Amount”) shall be paid by Buyer to Seller for in accordance with the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars instructions of the Agent under the Credit Agreement, (iii) $914,000) 15,000,000 (the "Purchase Price"“Escrow Amount”) shall be delivered to JPMorgan Chase Bank, or if such entity is not willing to serve as escrow agent, such other escrow agent as Seller and Buyer shall agree upon, such agreement not to be unreasonable withheld or delayed (the “Escrow Agent”) to be held in escrow pursuant to the terms and conditions of the Escrow Agreement substantially in the form attached hereto as Exhibit 1.2 (the “Escrow Agreement”). Eight Hundred Twenty-Two Thousand Six Hundred Dollars , and ($822,600iv) the balance of the Purchase Price shall be paid to Receiver in cash or other immediately available funds at Closing. The remaining Ninety-One Thousand Four Hundred Dollars ($91,400) of the Purchase Price (the "Holdback") will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period of six months following the Closing to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 2.1 hereto (the "Escrow Agreement"). Buyer will advise Seller in advance of its causing any of the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller within ten (10) business days after expiration of such six-month period. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the Holdbackhereinafter provided.

Purchase Price Payment. Subject to Section 2.2, the consideration (the "Purchase Price") to be paid by Buyer to Seller for the Purchased Assets Contracts will be Three Million Nine Hundred Fourteen Thousand Dollars ($914,000) (the "Purchase Price"3,900,000). Three Million Eight Hundred Twenty-Two Thousand Six Hundred Dollars ($822,6003,800,000) of the Purchase Price Price, shall be paid to Receiver Seller in cash or other immediately available funds at Closing. The remaining Ninety-One Hundred Thousand Four Hundred Dollars ($91,400100,000) of the Purchase Price (the "Holdback") will be held by Attorney, Steve Brust at Smith, Gambrell Gambrilx & RussellXxxxxxx, LLX, xx exxxxx xxent , LLX xxx a period x xxxxxx of six months following the Closing xxx xxxths to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 2.1 hereto (the "Escrow Agreement"). Buyer will advise Seller in advance of its causing any of the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fundunder Section 6 hereof. Promptly (not more than ten (10) business days) after the six month months anniversary of the Closing Date, Buyer Escrow agent will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant has not been applied to the Escrow Agreementsatisfaction of Seller's obligations under Section 6 hereof. In case of a dispute regarding the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller seller within ten (10) business days after expiration of such six-month perioddays. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then than the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder under section 6 hereof in excess of the Holdback.. The Buyer has setup an escrow account with their Attorney, Steve Brust at Smith, Gambrilx & Xxxxxxx, LLX xx xxx xxxxxx of $00,000 (1% of the purchase price). This amount will apply towards the purchase price on the closing date if the closing occurs as scheduled. If the Buyer fails to close on the closing date the above mentioned amount will go to the seller within five business days and like wise if the Buyer is ready to close and the Seller backs out of the deal the same amount will be paid to the Buyer from the Seller as a penalty. 2.1

Purchase Price Payment. Subject On the terms and subject to Section 2.2the conditions set forth in this Agreement, the consideration Company agrees to be paid by Buyer pay to Seller for the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars ($914,000) (the "Purchase Price"). Eight Hundred Twenty-Two Thousand Six Hundred Dollars ($822,600) of Originator the Purchase Price shall for the purchase to be paid to Receiver made from the Originator on each Payment Date (i) in cash or other immediately available funds at Closing. The remaining Ninety-One Thousand Four Hundred Dollars cash, ($91,400ii) of the Purchase Price (the "Holdback") will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx making a period of six months following the Closing to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially draw under a promissory note issued in the form of Exhibit 2.1 hereto A by the Company to the Originator (each such promissory note, as it may be amended, supplemented, endorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the "Escrow Agreement"Transaction Documents, a “Subordinated Note”). Buyer will advise Seller , which such promissory note shall be executed and delivered by the Company to the Originator prior to the first instance in advance which such note is to be drawn upon, (iii) in the case of Receivables generated by STI, at its causing election, by means of an increase in the capital account of STI in the Company, or (iv) any combination of the escrowed funds foregoing; provided, that the principal amount outstanding under any Subordinated Note may be increased on any Payment Date in an amount not to be disbursed other than in payment exceed the lesser of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10A) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the portion of the Holdback Purchase Price not paid in dispute will cash and (B) the maximum amount of borrowings that could be remitted borrowed under the Subordinated Notes without rendering the Company insolvent. All amounts paid by the Company to Seller within ten (10) business days after expiration the Originator shall be allocated first to the payment of any Purchase Price then due and unpaid, second to the payment of accrued and unpaid interest, if any, on the Subordinated Note of the Originator; third to the repayment of the principal outstanding on the Subordinated Note of the Originator to the extent of such six-month periodoutstanding principal thereof as of the date of such payment before such amounts may be allocated for any other purpose and fourth, solely in the case of STI, as a distribution on capital. In The Company shall (or shall cause the event Servicer to) make all appropriate record keeping entries with respect to each of the dispute regarding Subordinated Notes to reflect the Holdback foregoing payments and reductions made pursuant to Section 3.2, and the Company’s books and records shall constitute rebuttable presumptive evidence of the principal amount of, and accrued interest on, each of the ACTIVE 63668076v9 Subordinated Notes at any time. The Originator hereby irrevocably (i) agrees to return the Subordinated Notes to the Company upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date, and (ii) authorizes the Company to xxxx the Subordinated Notes “CANCELLED”. If, on any Business Day, the Company is not resolved in ten (10) business days unable to pay the Purchase Price for Receivables and Related Rights pursuant to this Section 3.1, then the issue of Originator, as applicable, shall on such Business Day provide written notice thereof to the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the HoldbackAdministrative Agent.

Purchase Price Payment. Subject to Section 2.2At the Closing, the consideration to be paid by Buyer Purchaser shall pay to Seller for an aggregate amount equal to sum of: (i) the estimated * of the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars ($914,000as of the Closing Date and as set forth on SCHEDULE 1.3.1(a)(i) (the "Purchase PriceESTIMATED CLOSING VALUE") which Estimated Closing Value has been prepared consistent with *; and (ii) all documented and reasonable costs out-of-pocket costs (which may include write-offs or similar charges), which shall not exceed in the aggregate $*, incurred by the Seller to terminate and sell the Transferred Business, including without limitation: (x) Seller's legal, accounting and other costs and expenses associated with this Agreement and the transactions contemplated hereunder; (y) all sales and transfer taxes and any other governmental charges payable by Seller (excluding any taxes or other governmental charges due and payable upon the income of Seller) upon the sale or transfer of the Purchased Assets; (z) all costs to transfer the technology and assets of Seller (other than the Purchased Assets) to locations of Seller or any Cardinal Affiliate other than the Plant; and (aa) any severance costs or other costs resulting from termination of any Plant Employee(s) in connection with this Agreement and the sale and transfer of the Transferred Business, all as estimated and set forth on SCHEDULE 1.3.1(a)(ii) (collectively, the "TRANSACTION COSTS"); less (A) the accrued but unpaid vacation liability as of the Closing assumed by the Purchaser for the Transferring Employees, an estimate of which as of the Effective Date is set forth on SCHEDULE 3.1.17 of the Disclosure Schedule, which Seller shall update at least two (2) business days prior to Closing; and (B) the accrued bonus liability assumed by the Purchaser pursuant to Section 1.4.1(h) (the "INITIAL PURCHASE PRICE"). Eight Hundred Twenty-Two Thousand Six Hundred Dollars At least two ($822,6002) of business days prior to Closing, Seller shall provide to Purchaser an updated SCHEDULE 1.3.1(a)(ii) setting forth the Purchase Price shall be paid to Receiver in cash or other immediately available funds at Closingestimated Transaction Costs. The remaining Ninety-One Thousand Four Hundred Dollars ($91,400) of the Purchase Price *; provided, however, that * under that certain Supply Agreement between Seller and Xxxxx, dated April 1, 2004, as amended (the "Holdback") will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period of six months following the Closing to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 2.1 hereto (the "Escrow AgreementSUPPLY AGREEMENT"). Buyer will advise Seller in advance of its causing any of the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller within ten (10) business days after expiration of such six-month period. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the Holdback.

Purchase Price Payment. Subject to Section 2.2the terms and conditions set forth ----------------------- in this Agreement, each Seller agrees to sell, convey, transfer, and deliver the Shares owned by such Seller to Buyer, and Buyer agrees to purchase and accept the Shares from Sellers, at the Closing on the Closing Date. In full consideration to be paid by Buyer to Seller for the Purchased Assets will be Nine Hundred Fourteen Thousand Dollars ($914,000) (sale, conveyance, transfer, and delivery to Buyer of the "Purchase Price"). Eight Shares at the Closing, Buyer shall cause OccuSystems to issue, and OccuSystems agrees to issue to Sellers, certificates representing an aggregate of Six Hundred Twenty-Two Five Thousand Six (625,000) shares of OccuSystems Stock, subject to adjustment pursuant to the provisions of Section 8.6. The OccuSystems Stock to be issued shall be allocated among the Sellers in accordance with their respective percentage ownership interests in the Corporation, as reflected in SCHEDULE 1 attached hereto, and OccuSystems shall cause separate ---------- stock certificates to be issued to each of the Sellers representing the number of shares of OccuSystems Stock to which they are entitled, rounded to the nearest whole share of OccuSystems Stock; provided, however, that a total of ----------------- Sixty-Eight Thousand Nine Hundred Dollars Sixty-One ($822,60068,961) shares of the OccuSystems Stock issued as aforesaid shall, in lieu of being distributed to Sellers at the Closing, be deposited with the Escrow Agent pursuant to the Escrow Agreement, Fifty Thousand (50,000) of the Purchase Price which shall be paid allocated among the Sellers in accordance with their respective percentage ownership interests in the Corporation, as reflected in SCHEDULE 1 attached hereto, to Receiver in cash or other immediately available funds at Closing. The remaining Ninety-One Thousand Four Hundred Dollars ($91,400) of the Purchase Price (the "Holdback") will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period of six months following the Closing to secure Seller's obligations hereunder. The Holdback shall be maintained and released ---------- by the Escrow Agent pursuant to the terms of an Escrow Agreement substantially in the form of Exhibit 2.1 hereto (the "Escrow Agreement"). Buyer will advise Seller in advance , and the remainder of its causing any of which shall be held by the escrowed funds to be disbursed other than in payment of the deferred Purchase Price to Seller, allowing Seller no less than twenty days to attempt to eliminate, in whole or in part, the reason for the intended disbursement from the escrow fund. Promptly (not more than ten (10) business days) after the six month anniversary of the Closing Date, Buyer will instruct Escrow Agent to remit to Seller any portion of the Holdback that remains in Escrow Agent's possession, evidenced by two or more share certificates, for sale (as and when permitted by this Agreement) and distribution of proceeds to Chase Manhattan, as set forth in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding , in accordance with the Holdback amount, the portion of the Holdback not in dispute will be remitted to Seller within ten (10) business days after expiration of such six-month period. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days then the issue of the disputed portion of the Holdback will be Warrant Surrender Agreement referred to an arbitrator mutually agreed upon by both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations hereunder in excess of the HoldbackSection 6.1(h) hereof.