Closing Date Bonus Payment; Xxxxxxxx and Xxxxxxx Payments Sample Clauses

Closing Date Bonus Payment; Xxxxxxxx and Xxxxxxx Payments. (a) Schedule 8.06 sets forth a true and accurate list, for each individual eligible to receive any payment under the Bonus Plans, as applicable, such individual’s: name; salary or annual wage rate (including the date and amount of any 2012 adjustment thereto); 2012 or quarterly EBITDA target bonus (as a percentage of salary or annual wage rate) and projected percentage attainment thereof; 2012 or quarterly Safety/Environmental target bonus (as a percentage of salary or annual wage rate) and projected percentage attainment thereof; and estimated annual 2012 bonus or fourth quarter 2012 bonus, in each case, earned through the Closing Date assuming the Closing Date is October 31, 2012 (each an “Estimated Closing Date Bonus”). Buyer agrees that, on or prior to January 31, 2013, it shall pay (or cause to be paid) to the Company Group, for the benefit of the Company Group’s employees set forth on Schedule 8.06 (as such Schedule shall be updated by Seller in the event the Closing Date occurs after October 31, 2012), an amount equal, in the aggregate, to the Closing Date Bonus Payment. Each such employee shall be paid a portion of the Closing Date Bonus Payment equal to his or her Estimated Closing Date Bonus (net of applicable withholding taxes), provided, however, that notwithstanding the foregoing, to the extent that any employee ceases to be eligible to receive his/her respective Estimated Closing Date Bonus as of the payment date (as determined by Buyer), then any such portion of the Closing Date Bonus Payment that would otherwise have been paid to such employee shall instead be paid by Buyer to all other employees then-receiving payments under such quarterly or annual component of the Bonus Plans, as applicable, on a pro rata basis. Buyer and Seller agree that, except as set forth in Section 9.02(a)(viii), Seller shall have no other liability with respect to any amounts that may be owed under the Bonus Plans for calendar year 2012.