ERMUSR HANDOUT 08-22-2016 - Laserfiche WebLink

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ii. The formula shall be applied to the number of Accounts existing as of the Closing Date. For Medical Accounts: An amount equivalent to the multiple of the (i) total recurring revenue for a one-month period generated from the Accounts existing as of the Closing Date times (ii) the number 10. The Purchase Price and the formula shall be subject to the following adjustments determined by mutual agreement of the parties on or before the Closing Date: i. prepayments to Seller on Accounts for periods of service after the Date of Closing shall be deducted from the aggregate Purchase Price. ii. The formula shall be applied to the number of Accounts existing as of the Closing Date. b. The Purchase Price for the Inventory shall be a fixed sum of$5,000.00. The sums set forth in the foregoing subparagraphs (a) and (b) (subject to the specified adjustments) shall be aggregated to yield a total Purchase Price for all Purchased Assets. 3.1.2. Payment of Purchase Price. Buyer shall pay the Purchase Price to Seller by means of check or wire transfer to Seller and delivered at Closing. 3.1.3. Allocation of Purchase Price. The Purchase Price shall be allocated by category of Purchased Assets as agreed upon by the parties and set forth in Annex B, which shall be completed by the parties on or before the Closing Date (the "Allocation"). The parties agree that the Allocation shall be used by them and respected for all purposes, including all United States Tax purposes, and that the parties shall each file a Form 8594 with their respective federal income tax returns. ARTICLE 4 LIABILITIES OF THE SELLER 4.1 Limited Liabilities to be Assumed by Buyer. The Buyer shall assume, as of 12:01 a.m. on October 1, 2016, and agrees to pay, perform, and discharge when and as due, only the following liabilities and obligations of the Seller and no others (collectively, the "Assumed Liabilities"): 4.1.1 All liabilities and obligations of the Seller under all monitoring and/or equipment service agreements in place with Seller and a customer in connection with any of the Accounts, including to continue to make available the required goods and services specified in contracts pertaining to the Accounts for the Purchased Assets, but only as to matters and events which arise and accrue for periods following the Closing Date (and specifically not including any indemnities, liabilities, or other obligations of the Seller for matters or events on or prior to the Date of Closing) related to the Accounts. 3