Common use of Accelerated Payment Clause in Contracts

Accelerated Payment. In variance with Section 2.2(b) and 2.2(c), ▇▇▇▇▇▇ shall be required to pay immediately to Vendors the maximum Escrow Amount or, as the case may be, the maximum aggregate Earn-Out Amounts, following deduction of any such amounts already paid to Vendors, in the event and at the time: (a) ▇▇▇▇▇▇ shall dispose of all or a substantial part of the operations of the Company and the Subsidiaries or the Shares other than to a member of the HHGI Group; or (b) the Company and the Subsidiaries shall be involved in any merger with any member of the HHGI Group or any third party as a result of which the Company and its Subsidiaries can no longer operate on a stand-alone basis, whereby (i) such action cannot be deemed to be commercially reasonable in light of the market and economic conditions affecting the Company’s business or operations at that time or (ii) has the effect of decreasing the amount of the Escrow or the Earn-Out Amount, as the case may be; or (c) ▇▇▇▇▇▇ shall implement a material change to the ordinary and usual course of business as conducted by Vendors on the Closing Date, whereby (i) such change cannot be deemed to be commercially reasonable in light of the market and economic conditions affecting the Company’s business or operations at the time of such change or (ii) has the effect of decreasing the amount of the Escrow or the Earn-Out Amount, as the case may be (each, a “Material Change”). Sections 2.4 and 3.4 are applicable to a payment of the Purchase Price as a result of a Material Change.