Extract to table

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual representations, warranties, covenants, and agreements contained 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 set forth below

Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement

"Escrow Amount" means Fourteen Million Dollars ($14,000,000), which shall be deposited into the Escrow Account at the Closing

All books, records, files, invoices, correspondence, product specifications, quality system records, batch records, device history records, complaint files, engineering change orders, drawings, manuals, and documentation exclusively related to the OncuPath Business; provided, however, that Seller shall have the right to retain copies of such books and records to the extent reasonably necessary for Tax, legal, regulatory, or compliance purposes; (j) Goodwill

11, including all costs, expenses, and liabilities related thereto; (c) all obligations and liabilities under any employee benefit plan, arrangement, or policy of Seller for employees who are not Transferred Employees, and all compensation, severance, retention, bonus, or benefit obligations for Business Employees accruing on or prior to the Closing Date; (d) all environmental liabilities at Seller's facilities not conveyed to Buyer hereunder, including any liabilities arising under Environmental Laws in connection with the operation or condition of any facility owned, operated, or leased by Seller (other than the Leased Real Property to the extent such liabilities arise after the Closing Date); (e) all Taxes of Seller or its Affiliates, including all Taxes attributable to the OncuPath Business for Pre-Closing Tax Periods and all Taxes arising out of or resulting from the consummation of the transactions contemplated hereby (other than Transfer Taxes, which shall be allocated in accordance with Section 6

The aggregate consideration for the Purchased Assets shall be One Hundred Forty Million Dollars ($140,000,000) (the "Total Consideration"), subject to adjustment as set forth in Section 2