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2.3 Assumption of Liabilities. Subject to Section 3.4(fl, Buyer agrees to , assume only those obligations arising in the ordinary course of business relating to the Accounts arising after the Effective Date under the Assigned Contracts(the"Assumed Liabilities"). 2.4 Purchase Price. As consideration for the sale and transfer of the Assets, Buyer agrees to pay Seller a royalty payment (the "Royalty") equal to 9% of the grass revenue (less reimbursable expenses) that Buyer actually receives from providing professional services to the Accounts for a period of 8 years from the Effective Date, payable quarterly in arrears (collectively, the "Purchase Price"), within 30 days after the end of each calendar quarter, based on payments actually received during that quarter. As an advance against the Royalty, Buyer shall pay Seller at the Closing the sum of $35,000 (the "Deposit"). Quarterly payments shall commence after the Deposit has been fully applied to the Royalty. Buyer will receive a dollar- i for-dollar credit, up to the amount of the Deposit, against the Royalty payable under this Section ', 2.4, for the 12-month period immediately following the Effective Date. Upon no less than 30 ' days' written notice to Buyer, Seller may, at its own expense, and no more frequently than once every 12 months, inspect and audit Buyer's books and records to the extent necessary to confirm the completeness and accuracy of Buyer's payment of the Royalty during the prior 12-month period. Buyer agrees to reasonably cooperate with Seller to comply with any such audit request. Seller will provide Buyer with a copy of the results of any such audit and, unless Buyer � challenges the results, the Royalty paid to Seller will be adjusted up or down based on the results � of the audit. Buyer's obligation to pay the Royalty applies only to Accounts that decide to use Buyer's services after the Effective Date and only to the extent Buyer actually receives payment for such services. ', 2.5 Buver's Post-Closin� Emnloyment of Certain of Seller's Emplovees. ,� Seller has terminated the employment of the following employees as of March 9, 2012 and Buyer agrees to employ them, on at at-will basis, and on other terms mutually acceptable to such ', employee and Buyer, and to compensate them accordingly, commencing on or after March 10, ; 2012: Jennifer Ye, Mitesh Desai, Annie Chang, and Karen Woo (collectively the "Transferred , Employees"). Seller is solely responsible to pay each of the Transferred Employees through March 9, 2012 and to meet all applicable legal requirements with respect to the termination of , their employment. Commencing on March 10, 2012 and continuing for a period not to exceed 90 days, Seller agrees to timely forward to Buyer, in a mutually-agreed manner, all e-mail correspondence received by Seller which is sent to the Transferred Employees at their former ' email addresses with Seller. ' 2.6 Reserved 2.7 Allocation of Purchase Price. Buyer and Seller agree to allocate the Purchase Price for all tax purposes in a mutually-acceptable manner and in accordance with j Section 1060 of the Internal Revenue Code, including the regulations promulgated thereunder. ; All tax returns, including IRS Form 8594, must be filed consistent with such allocation. Neither Buyer nor Seller will voluntarily take a position on any tax return or before any governmental agency charged with the collection of any applicable taxes that is in any manner inconsistent with the terms of the agreed-upon allocation. � 3