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(n) Any fees or expenses of brokers, investment bankers, attorneys, or others incident to this
<br /> Agreement or the Transactions.
<br /> The Excluded Liabilities include all Proceedings relating thereto and all costs and expenses in
<br /> connection therewith.
<br /> SECTION 1.06. Non-Assienable Assets or Permits.
<br /> (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions
<br /> of this Section 1.06,to the extent that the sale, assignment,transfer, conveyance, or delivery, or attempted
<br /> sale, assignment, transfer, conveyance, or delivery, to Buyer of any Asset would result in a violation of
<br /> applicable Law, or would require the consent, authorization, approval, or waiver of a Person who is not a
<br /> party to this Agreement or an affiliate of a party to this Agreement(including any Governmental Authority),
<br /> and such consent,authorization, approval, or waiver shall not have been obtained prior to the Closing,this
<br /> Agreement shall not constitute a sale, assignment,transfer, conveyance, or delivery, or an attempted sale,
<br /> assignment, transfer, conveyance, or delivery, thereof. Following the Closing, Sellers shall use their
<br /> commercially reasonable efforts, and Buyer shall reasonably cooperate with Sellers, to obtain any such
<br /> required consent, authorization, approval, or waiver that was not obtained before the Closing. Once such
<br /> consent, authorization, approval, or waiver is obtained, Sellers shall sell, assign, transfer, convey, and
<br /> deliver to Buyer the relevant Asset to which such consent,authorization, approval or waiver relates for no
<br /> additional consideration. Applicable sales, transfer, and other similar Taxes in connection with such sale,
<br /> assignment,transfer,conveyance,or license shall be paid by Sellers in accordance with Section 7.02. With
<br /> respect to any Permits,Buyer shall have the obligation to seek any approval,consent,or authorization from
<br /> any Governmental Authority or Person regarding the assignment or transfer of such Permit and Sellers shall
<br /> reasonably cooperate in such efforts; provided, however, Buyer acknowledges that with respect to Permits
<br /> that are not transferable or assignable under applicable Law and by their terms, Buyer may have to apply
<br /> for and obtain any necessary Permit with respect to operating the Business.
<br /> (b) To the extent that any Asset and/or Assumed Liability cannot be transferred to Buyer
<br /> following the Closing pursuant to this Section 1.06, Buyer and each Seller shall use commercially
<br /> reasonable efforts to enter into such arrangements (such as subleasing, sublicensing, or subcontracting)to
<br /> provide to the parties the economic and, to the extent permitted under applicable Law, operational
<br /> equivalent of the transfer of such Asset and/or Assumed Liability to Buyer as of the Closing and the
<br /> performance by Buyer of its obligations with respect thereto. Buyer shall, as agent or subcontractor for
<br /> Sellers pay,perform, and discharge fully the liabilities and obligations of Sellers thereunder from and after
<br /> the Closing Date. Sellers shall,at Sellers' expense,hold in trust for and pay to Buyer promptly upon receipt
<br /> thereof,such Asset and all income,proceeds,and other monies received by such Seller to the extent related
<br /> to such Asset in connection with the arrangements under this Section 1.06.
<br /> ARTICLE II
<br /> PURCHASE PRICE
<br /> SECTION 2.01. Purchase Price.
<br /> (a) As consideration for the Assets and Sellers' obligations pursuant to this Agreement, Buyer
<br /> shall assume the Assumed Liabilities and pay to the Company on behalf of all Sellers total aggregate
<br /> consideration of Five Million Two Hundred Thirty-Four Thousand Five Hundred and No/100 Dollars
<br /> $5,234,500.00(the"Purchase Price").
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