Common use of Transfer Consideration Clause in Contracts

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferors by New Operators or Landlords or Landlords' designee for the Tenants' Personal Property, the Inventory, the Intangible Property, the Pett▇ ▇▇▇h, the Prepaid Expenses and leasehold improvements at the Facility located in Murfreesboro, Tennessee, with the agreed upon value of $62,500 (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the dates set forth on the Closing Schedule attached hereto as Exhibit C (the "Closing Schedule") less (B) the amount of the accrued liabilities of Transferors as of December 31, 2000 (the "Payables") less (C) the aggregate amount of the Mechanics Liens as set forth on Schedule 3. The 3.2 From and after the Effective Date, Transferors shall allow New Operators and Landlords or Landlords' designee or their respective agents and representatives to have reasonable access to (upon reasonable prior notice and during normal business hours) the books and records and supporting material of the Facilities relating to the Transferred Assets and the Payables, to the extent reasonably necessary to enable New Operators and Landlords or Landlords' designee to verify the Transferred Assets and the Payables. The Closing Schedule shall be deemed to be accepted by New Operators and Landlords or Landlords' designee and shall be final and binding for all purposes of this Agreement unless New Operators and Landlords or Landlords' designee, within thirty (30) days following the Effective Date, give notice to Transferors stating the items as to which New Operators and Landlords or Landlords' designee take exception ("Objections"). If an Objection is disputed by 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operators or Landlords or Landlords' designee shall pay the amount of the excess to Transferors, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, then Transferors or BCC on behalf of Transferors shall pay the amount of the deficiency to New Operators or Landlords or Landlords' designee, by wire transfer or certified check; provided, however, that if Transferors and BCC are unable to pay the amount of such deficiency, Transferors and New Operators or Landlords or Landlords' designee shall negotiate in good faith to agree upon the terms of a promissory note to be executed by BCC and/or Transferors (at the option of New Operators and Landlords or Landlords' designee) in favor of New Operators or Landlords or Landlords' designee in the amount of such deficiency. 3.4 For a period of sixty (60) days following the Effective Date, Transferors shall use their best efforts to cause all Mechanics Liens to be released and removed. In the event that any Mechanics Lien remains outstanding after such sixty (60) day period, New Operators or Landlords or Landlords' designee shall have the option, but not the obligation, upon

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferors Transferor by New Operators or Landlords or Landlords' designee Operator for the Tenants' Tenant's Personal Property (exclusive of the Excluded Personal Property), the Inventory, the Intangible Property, the Pett▇ ▇▇▇h, Inventory and the Prepaid Expenses and leasehold improvements at the Facility located in Murfreesboro, Tennessee, with the agreed upon value of $62,500 (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the dates Effective Date as set forth on the Closing Schedule attached hereto as Exhibit C A (the "Closing Schedule") less (B) the amount of the certain accrued and unpaid liabilities of Transferors as of December 31, 2000 Transferor through and 4 including the Effective Date (the "PayablesLiabilities") less (C) ). The unpaid trade accounts payable as of the aggregate Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the amount of the Mechanics Liens as set forth on Schedule 3. TheLiabilities and the net book value of the Transferred Assets. 3.2 From and after the Effective Date, Transferors Transferor shall allow New Operators and Landlords or Landlords' designee or their respective agents and representatives Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facilities Facility relating to the Transferred Assets and the PayablesLiabilities, to the extent reasonably necessary to enable New Operators and Landlords or Landlords' designee Operator to verify the Transferred Assets and the PayablesLiabilities. The Closing Schedule shall be deemed to be accepted by New Operators and Landlords or Landlords' designee Operator and shall be final and binding for all purposes of this Agreement unless New Operators and Landlords or Landlords' designeeOperator, within thirty (30) days following the Effective Date, give gives notice to Transferors Transferor stating the items as to which New Operators and Landlords or Landlords' designee take Operator takes exception ("Objections"). If an Objection is disputed byby Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful life used in depreciating the Transferred Asset, and (iv) appropriate classification of the Transferred Asset in one of the classifications included in the definition of "Transferred Asset." The determination of the accounting firm shall be final and binding. The fees and expenses of the accounting firm shall be paid equally by Transferor and New Operator. 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operators or Landlords or Landlords' designee Operator shall pay the amount of the excess to TransferorsTransferor, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, 5 then Transferors or BCC on behalf of Transferors Transferor shall pay the amount of the deficiency to New Operators or Landlords or Landlords' designeeOperator, by wire transfer or certified check; provided, however, that if Transferors and BCC are unable to pay the amount of such deficiency, Transferors and New Operators or Landlords or Landlords' designee shall negotiate in good faith to agree upon the terms of a promissory note to be executed by BCC and/or Transferors (at the option of New Operators and Landlords or Landlords' designee) in favor of New Operators or Landlords or Landlords' designee in the amount of such deficiency. 3.4 For a period of sixty (60) days following the Effective Date, Transferors shall use their best efforts to cause all Mechanics Liens to be released and removed. In the event that any Mechanics Lien remains outstanding after such sixty (60) day period, New Operators or Landlords or Landlords' designee shall have the option, but not the obligation, upon

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferors Transferor by New Operators or Landlords or Landlords' designee Operator for the Tenants' Personal Property, the Inventory, the Intangible Property, the Pett▇ ▇▇▇h, Inventory and the Prepaid Expenses and leasehold improvements at the Facility located in Murfreesboro, Tennessee, with the agreed upon value of $62,500 (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the dates Effective Date as set forth on the Closing Schedule attached hereto as Exhibit C A (the "Closing Schedule") less (B) the amount of the certain accrued and unpaid liabilities of Transferors as of December 31, 2000 Transferor through and including the Effective Date (the "PayablesLiabilities") less (C) ). The unpaid trade accounts payable as of the aggregate Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the amount of the Mechanics Liens as set forth on Schedule 3. TheLiabilities and the net book value of the Transferred Assets. 3.2 From and after the Effective Date, Transferors Transferor shall allow New Operators and Landlords or Landlords' designee or their respective agents and representatives Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facilities Facility relating to the Transferred Assets and the PayablesLiabilities, to the extent reasonably necessary to enable New Operators and Landlords or Landlords' designee Operator to verify the Transferred Assets and the PayablesLiabilities. The Closing Schedule shall be deemed to be accepted by New Operators and Landlords or Landlords' designee Operator and shall be final and binding for all purposes of this Agreement unless New Operators and Landlords or Landlords' designeeOperator, within thirty (30) days following the Effective Date, give gives notice to Transferors Transferor stating the items as to which New Operators and Landlords or Landlords' designee take Operator takes exception ("Objections"). If an Objection is disputed byby Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful life used in depreciating the Transferred Asset, and (iv) appropriate classification of the Transferred Asset in one of the classifications included in the definition of "Transferred Asset." The determination of the accounting firm shall be final and binding. The fees and expenses of the accounting firm shall be paid equally by Transferor and New Operator. 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operators or Landlords or Landlords' designee Operator shall pay the amount of the excess to TransferorsTransferor, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, then Transferors or BCC on behalf of Transferors Transferor shall pay the amount of the deficiency to New Operators or Landlords or Landlords' designeeOperator, by wire transfer or certified check; provided, however, that if Transferors and BCC are unable to pay the amount of such deficiency, Transferors and New Operators or Landlords or Landlords' designee shall negotiate in good faith to agree upon the terms of a promissory note to be executed by BCC and/or Transferors (at the option of New Operators and Landlords or Landlords' designee) in favor of New Operators or Landlords or Landlords' designee in the amount of such deficiency. 3.4 For a period of sixty (60) days following the Effective Date, Transferors shall use their best efforts to cause all Mechanics Liens to be released and removed. In the event that any Mechanics Lien remains outstanding after such sixty (60) day period, New Operators or Landlords or Landlords' designee shall have the option, but not the obligation, upon