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monitoring numbers, and other assets pertaining to such accounts (the "Accounts"); <br /> 2.1.2. Deposits and Prepaid Expenses. All payments and rights to collections <br /> accruing on the Accounts as of the Closing Date and thereafter, and any customer credits, <br /> pre-paid expenses, advance payments and deposits on the Accounts, as listed on Schedule <br /> 2.1.2, if any(the "Deposits and Prepaid Expenses"); <br /> 2.1.3. Books and Records. All books of account, records, files, customer <br /> information and correspondence, customer lists, technical information and similar <br /> materials and records and other files and records relating to the Business, the Accounts or <br /> the Deposits and Prepaid Expenses, excluding private data under Minn. Stat. Chapter 13 <br /> (the"Books and Records"). <br /> 2.1.4. Inventory. All inventory of the Seller used in the Business and held for <br /> sale or use to or use with customers, including security and monitoring equipment, spare <br /> parts,raw materials, component parts, and related materials (the "Inventory"). Inventory <br /> existing as of the Effective Date is as set forth in Schedule 2.1.4. <br /> 2.2 Excluded Assets. Except for the Purchased Assets, no other assets of the Seller <br /> (such as cash, accounts receivable, trade name, or good will) are being sold to the Buyer, and all <br /> excluded assets are referred to herein as "Excluded Assets". Excluded Assets (i) shall not be <br /> sold to Buyer, (ii) shall not be included in the Purchased Assets and (iii) shall be retained by <br /> Seller. <br /> ARTICLE 3 <br /> PURCHASE PRICE <br /> 3.1 Purchase Price. <br /> 3.1.1. Purchase Price. The "Purchase Price" for the Purchased Assets shall be <br /> determined as follows, to be set forth on the Closing Date in writing as agreed to by the <br /> Parties: <br /> a. The Purchase Price for the Accounts, Deposits and Prepaid Expenses, and <br /> Books and Records shall be determined according to the following <br /> formulas: <br /> For Security Accounts: An amount equivalent to the multiple of the (i) <br /> total recurring revenue for a one-month period generated from the <br /> Accounts existing as of the Closing Dates times (ii) the number 24. The <br /> Purchase Price and the formula shall be subject to the following <br /> adjustments determined by mutual agreement of the parties on or before <br /> the Closing Date: <br /> i. prepayments to Seller on Accounts for periods of service after the <br /> Date of Closing shall be deducted from the aggregate Purchase <br /> Price. <br /> 2 <br />