" conveyance documents " ). at the closing, seller shall transfer, convey, assign and deliver good, valid and, to the extent applicable, marketable title to all of the assets to buyer pursuant to the conveyance documents, free and clear of any and all liens. liabilities. except as otherwise provided for herein, in no event shall buyer assume or be responsible for or be required to pay, perform, or discharge any liability, obligation, debt, cost, expense or commitment of seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise, all of which shall be retained by seller. 1. 02 consideration for assets. consideration. as consideration for the assets being acquired by buyer hereunder, buyer shall pay to seller in cash the sum of $ 1, 300, 000. 00 ( the " purchase price " ) which amount is inclusive of all cure amounts. at closing, buyer shall deliver to seller the purchase price less the previously funded deposit amount of $ 130, 000. 00. seller's counsel shall pay the invibio cure payment of $ 75, 000. 00 directly from the proceeds of the purchase price at closing. article iiclosing 2. 01 closing. the closing of the transactions contemplated hereby ( the " closing " ) shall be deemed to occur as of 12 : 01 p. m., new york time, on october 1st, 2009 at the offices of platzer, swergold, karlin, levine, goldberg & jaslow, llp, or at such other time or on such place as may be mutually agreeable to seller and buyer. the date upon which the closing occurs is hereinafter referred to as the " closing date. " 2. 02 conditions to the obligations of buyer to close. the obligations of buyer to consummate the transactions contemplated by this agreement are subject to the satisfaction or waiver, at or prior to the closing, of the following conditions : bankruptcy court approval. this agreement and the transactions contemplated hereby are contingent upon the approval and authorization of the bankruptcy court to consummate this transaction and that buyer is the successful bidder for the assets. approval order. subject to the approval of the bankruptcy court, the seller shall seek the entry of an order of the bankruptcy court ( the " approval order " ) which provides that the assets will be sold and assigned to buyer, free and clear of all