Extract to table

NOW, THEREFORE, in consideration of the foregoing recitals (which are hereby incorporated into and made a part of this Agreement), the mutual representations, warranties, covenants, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Acquired Assets" has the meaning set forth in Section 2

The aggregate purchase price for the Acquired Assets shall be One Hundred Eighty Million Dollars ($180,000,000) (the "Purchase Price"), subject to adjustment as provided in Section 2

The Escrow Amount shall serve as partial security for the indemnification obligations of Seller and Seller's Shareholders under Article X of this Agreement

At the Closing, Buyer, Seller, and the Escrow Agent shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B

The Estimated Closing Statement shall be prepared in accordance with the Agreed Accounting Principles and in a manner consistent with Exhibit A

Buyer and its Representatives shall have reasonable access to Seller's books, records, and personnel to review the Estimated Closing Statement prior to the Closing