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(b) At least two(2)business days before the Closing Date,Sellers shall have delivered to Buyer
<br /> letters from each holder of any Debt encumbering or relating to any of the Assets(each,a"Debt Holder"),
<br /> other than an Encumbrance that is a Permitted Encumbrance, in form and substance satisfactory to Buyer,
<br /> setting forth each Payoff Amount, together with such Debt Holder's wire transfer instructions and (i)
<br /> providing for the releases of all Encumbrances held by such Debt Holder and(ii)providing that such Debt
<br /> Holder will, or that authorizes Buyer or its designee to, file termination statements with respect to any
<br /> financing statements or other security instruments in respect of such Encumbrances(the"Payoff Letters").
<br /> "Payoff Amount" shall mean all amounts necessary to pay any Debt and obtain the release of any
<br /> Encumbrances, other than Permitted Encumbrances, on any Assets as of the Closing, which amounts
<br /> include all principal, interest, buy out costs (including in respect of capital lease obligations), deferred
<br /> purchase price payments,fees(including prepayment or breakage fees or penalties)and expenses of lenders,
<br /> or other amounts necessary to obtain the valid and total release of such Encumbrances. "Debt"shall mean
<br /> any indebtedness of a Person, whether or not contingent, in respect of borrowed money or evidenced by
<br /> bonds, notes, debentures, promissory notes,trust indentures or other similar instruments or letters of credit
<br /> (or reimbursement agreements in respect thereof) or representing capitalized or synthetic lease obligations
<br /> or the unpaid balance of the purchase price of any property or assets, overdrafts, as well as the amount of
<br /> all indebtedness of others secured by a Encumbrance on any asset of such Person (whether or not such
<br /> indebtedness is assumed by such Person), including, but not limited to,any amounts owed to any financial
<br /> institution, and, to the extent not otherwise included, the amount of any indebtedness of any other Person
<br /> guaranteed by such Person, and all accrued interest, prepayment premiums, fees, penalties, expenses, or
<br /> other amounts payable in respect of any of the foregoing.
<br /> (c) At the Closing,Buyer shall(i)assume the Assumed Liabilities and(ii)pay to the Company
<br /> on behalf of all Sellers an amount equal to(A)the Purchase Price,minus(B)the aggregate Payoff Amount,
<br /> (such difference,the"Closing Date Payment").
<br /> SECTION 2.02. Allocation of Purchase Price. Buyer and Sellers agree that,for federal and state
<br /> income Tax purposes, the Purchase Price shall be allocated in accordance with Exhibit 2.02. Buyer and
<br /> Sellers will file their respective returns,reports, and forms(including elections,declarations, amendments,
<br /> schedules, information returns, or attachments thereto)required to be filed with a Governmental Authority
<br /> with respect to Taxes ("Tax Returns") (and IRS Form 8594, if applicable) on the basis of such allocation
<br /> and neither party will thereafter take a Tax Return position inconsistent with such allocation unless such
<br /> inconsistent position arises out of or through an audit or other inquiry or examination by the IRS or other
<br /> Governmental Authority.
<br /> SECTION 2.03. Withholding.Notwithstanding anything in this Agreement to the contrary, each
<br /> Seller and Buyer will be entitled to deduct and withhold, or cause to be deducted and withheld, from any
<br /> amounts otherwise payable pursuant to this Agreement to any Person such amounts as it is required to
<br /> deduct and withhold with respect to the making of such payment under the Code, and the rules and
<br /> regulations promulgated thereunder, or any provision of any Law. To the extent that amounts are so
<br /> deducted or withheld, such amounts will be treated for all purposes of this Agreement as having been paid
<br /> to the Person in respect of which such deduction and withholding was made.
<br /> ARTICLE III
<br /> SELLERS' REPRESENTATIONS&WARRANTIES
<br /> As a material inducement for Buyer to enter into the Transactions and perform this Agreement,
<br /> Sellers,jointly and severally, represent and warrant to Buyer the following:
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