Common use of Deferred Payment Amount Clause in Contracts

Deferred Payment Amount. As additional consideration for the Purchased Equity Interests, on the second (2nd) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay to Seller an amount equal to (i) $25,000,000, minus (ii) the adjustments pursuant to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b). (i) Notwithstanding the foregoing provisions of this Section 2.2(b) but subject to Section 2.2(b)(ii), to the extent that Buyer is unable to pay the Deferred Payment Amount in full as a result of prohibitions under the Credit Agreement on or before the Deferred Payment Date, Buyer shall (A) pay on the Deferred Payment Date as much of the Deferred Payment Amount as is permitted to be paid under the Credit Agreement on the Deferred Payment Date, (B) notify the Seller in writing on the Deferred Payment Date of such inability to pay the applicable portion of the Deferred Payment Amount in full in a timely manner, which notice shall include a reasonably detailed explanation of the circumstances giving rise to such inability to pay and (C) deliver a subordinated promissory note duly executed by Buyer in favor of Seller in the form of Exhibit A hereto (the “Promissory Note”) in a principal amount equal to the sum of (I) the amount of the Deferred Payment Amount that has not been paid in cash on or before the Deferred Payment Date, plus (II) interest on such unpaid portion of the Deferred Payment Amount accruing at 8% per annum compounding annually from the Closing Date through the Deferred Payment Date. Buyer will use reasonable best efforts to pay (A) the Deferred Payment Amount in full on the Deferred Payment Date to the fullest extent permitted under the terms of the Credit Agreement, and (B) if applicable, all outstanding principal amount plus accrued but unpaid interest on the Promissory Note to the fullest extent Buyer is permitted to make such payment or any portion thereof from time to time under the terms of the Credit Agreement. Without limiting the generality of the foregoing, during the period that any portion of the Deferred Payment Amount and/or any obligations under the Promissory Note, if applicable, remain unpaid, Buyer shall, and shall cause its Affiliates to, not (A) amend, waive or otherwise modify any provision of the Credit Agreement or any Loan Document (as defined in the Credit Agreement) or (B) otherwise, directly or indirectly, take any action, in each case, which would be expected to restrict, prohibit or delay Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewith; provided, however, that this sentence shall not restrict any such amendment, waiver, modification or the taking of such action to the extent taken for a bona fide business purpose and not with the specific intent of restricting, prohibiting or delaying Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewith. (ii) Notwithstanding anything to the contrary contained herein, subject to the terms and conditions of the Promissory Note and the Subordination Agreement, the entire Deferred Payment Amount and/or, if applicable, all outstanding principal amount plus accrued but unpaid interest under the Promissory Note, shall be due and payable in full in cash within five (5) Business Days after the occurrence of any Acceleration Event. (iii) Unless otherwise required by applicable Law, the parties hereto intend and agree that all payments made pursuant to this Section 2.2(b) are to be treated by Buyer (and its Affiliates) and Seller (and its Affiliates) as additional consideration for the Purchased Equity Interests, except to the extent appropriately treated as interest under applicable Law, and none of the parties hereto shall take any position on a Tax Return inconsistent with such characterization.

Deferred Payment Amount. As additional consideration (a) At Closing, Purchaser shall pay to the Escrow Agent One Million Nine Hundred Thousand Dollars ($1,900,000) (such initial escrow amount, or, following release of funds as contemplated herein and in the Escrow Agreement, such reduced escrow amount, as the case may be, being the “Deferred Payment Amount”) in cash payable by wire transfer of immediately available funds for deposit in an escrow account in accordance with the Purchased Equity Intereststerms and conditions of the Escrow Agreement to be entered into by and among Purchaser, AE and the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”). Except with respect to claims based on fraud, the Deferred Payment Amount shall be the sole and exclusive source of funds available for satisfaction of any liability of AE under Section 8.2(a) hereof, and shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (b) If Purchaser makes any claim on behalf of itself or any other Purchaser Indemnified Party for indemnification by AE, Purchaser shall deliver written notice to AE and the Escrow Agent (which notice to the Escrow Agent shall be in accordance with Section 12 of the Escrow Agreement) (a “Claim Notice”), which Claim Notice shall (i) describe in general terms the facts upon which Purchaser, on behalf of itself or any other Purchaser Indemnified Party, makes such claim and state a good faith estimate of Losses subject to the indemnification obligations of AE under Article 8 of this Agreement, and (ii) specify the amount of the Deferred Payment Amount that Purchaser seeks to have released from escrow in connection with such claim (the “Claim Amount”). (c) Within fourteen (14) days after receipt of a Claim Notice from Purchaser seeking payment from the Deferred Payment Amount, AE shall deliver written notice to Purchaser and the Escrow Agent (a “Response Notice”), which Response Notice shall either (i) state that AE does not object to the Claim Notice and instruct the Escrow Agent to disburse the Claim Amount to Purchaser, or (ii) state that AE disputes the Claim Notice. If the Response Notice states that AE disputes the Claim Notice, then the Escrow Agent shall not disburse the Deferred Payment Amount until the dispute is resolved in accordance with Section 1.5(d). (d) If AE objects to a Claim Notice, then Purchaser and AE shall negotiate in good faith to agree upon how to handle the Claim Notice and, if successful in reaching agreement on such Claim Notice, shall jointly deliver to the Escrow Agent a written notice executed by Purchaser and AE (a “Joint Written Notice”), which Joint Written Notice shall direct the Escrow Agent how to act with respect to the disputed Claim Notice. If Purchaser and AE are unable to agree on how to handle the disputed Claim Notice within twenty (20) days after the date Purchaser receives the Response Notice from AE (or if AE does not deliver a Response Notice within fourteen (14) days after receipt of a Claim Notice), then either Purchaser or AE shall be entitled at any time thereafter to initiate an Action or Proceeding with respect to such Claim Notice in accordance with and subject to Section 10.9 of this Agreement. At such time as a final, non-appealable judgment is rendered in connection with any such Action or Proceeding, the prevailing party in the Action or Proceeding shall deliver to the Escrow Agent and the non-prevailing party written notice (a “Judicial Decision Notice”), which Judicial Decision Notice shall notify the Escrow Agent of the outcome of the final, non-appealable judgment and instruct the Escrow Agent what action to take in accordance with such judgment; provided that at any time prior to any such judgment being rendered, Purchaser and AE may settle or otherwise resolve any such Action or Proceeding or disputed Claim Notice, and upon such settlement or other resolution shall deliver jointly to the Escrow Agent a Joint Written Notice directing the Escrow Agent how to act with respect to the disputed Claim Notice. (e) Subject to the terms and provisions of this Section 1.5(e), on the second (2nd) date that is one hundred eighty-one days after the first anniversary of the Closing Date (the “Deferred Payment Escrow Release Date”), Buyer the Escrow Agent shall pay disburse to Seller an amount equal to (i) $25,000,000, minus (ii) the adjustments pursuant to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b). (i) Notwithstanding the foregoing provisions of this Section 2.2(b) but subject to Section 2.2(b)(ii), to the extent that Buyer is unable to pay AE the Deferred Payment Amount (as reduced by any amounts previously disbursed to Purchaser pursuant to Section 1.4(c) above), if and to the extent an equivalent amount is not otherwise paid by Purchaser to AE in full as a result of prohibitions under lieu thereof. In the Credit Agreement event, however, that AE has received, on or before the Deferred Payment Escrow Release Date, Buyer shall (A) pay on a Claim Notice for which the Deferred Payment Date as much of the Deferred Payment Amount as is permitted Escrow Agent may be required to be paid under the Credit Agreement on the Deferred Payment Date, (B) notify the Seller in writing on the Deferred Payment Date of such inability to pay the applicable disburse all or a portion of the Deferred Payment Amount in full in a timely mannerto Purchaser pursuant to Section 1.5(c) or 1.5(d) above, which notice shall include a reasonably detailed explanation of the circumstances giving rise to such inability to pay and (C) deliver a subordinated promissory note duly executed by Buyer in favor of Seller in the form of Exhibit A hereto (the “Promissory Note”) in a principal amount equal to the sum of (I) the amount of the Deferred Payment Amount that has not been paid in cash on or before the Deferred Payment Date, plus (II) interest on such unpaid portion of the Deferred Payment Amount accruing at 8% per annum compounding annually from subject to such Claim Notice shall continue to be held by the Closing Date through Escrow Agent until the Deferred Payment DateClaim Amount with respect thereto has been resolved. Buyer will use reasonable best efforts As soon as any dispute with respect to pay (Asuch Claim Amount has been resolved, the Escrow Agent shall be instructed in accordance with Section 1.5(c) the Deferred Payment Amount in full on the Deferred Payment Date or 1.5(d) to the fullest extent permitted under the terms of the Credit Agreement, and (B) if applicable, all outstanding principal amount plus accrued but unpaid interest on the Promissory Note to the fullest extent Buyer is permitted to make disburse such payment or any portion thereof from time to time under the terms of the Credit Agreement. Without limiting the generality of the foregoing, during the period that any portion of the Deferred Payment Amount and/or any obligations under the Promissory NoteAmount, if applicableany, remain unpaid, Buyer shallas is required to be disbursed to Purchaser pursuant to Section 1.5(c) or 1.5(d), and the Escrow Agent shall cause its Affiliates to, not (A) amend, waive or otherwise modify any provision disburse the entire remaining portion of the Credit Agreement or any Loan Document Deferred Payment Amount, if any, to AE, if and to the extent an equivalent amount is not otherwise paid by Purchaser to AE in lieu thereof. (as defined f) If and to the extent Purchaser directly pays in the Credit Agreement) or (B) otherwise, directly or indirectly, take any action, cash amounts to AE in each case, which would be expected to restrict, prohibit or delay Buyer’s ability to pay lieu of having equivalent amounts disbursed from the Deferred Payment Amount and/orto AE, if applicable, any obligations under the Promissory Note in accordance herewith; provided, however, that this sentence shall not restrict any such amendment, waiver, modification or the taking equivalent amounts of such action to the extent taken for a bona fide business purpose and not with the specific intent of restricting, prohibiting or delaying Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewith. (ii) Notwithstanding anything to the contrary contained herein, subject to the terms and conditions of the Promissory Note and the Subordination Agreement, the entire Deferred Payment Amount and/or, if applicable, all outstanding principal amount plus accrued but unpaid interest under the Promissory Note, shall be due and payable in full in cash within five (5) Business Days after the occurrence of any Acceleration Eventdisbursed to Purchaser. (iii) Unless otherwise required by applicable Law, the parties hereto intend and agree that all payments made pursuant to this Section 2.2(b) are to be treated by Buyer (and its Affiliates) and Seller (and its Affiliates) as additional consideration for the Purchased Equity Interests, except to the extent appropriately treated as interest under applicable Law, and none of the parties hereto shall take any position on a Tax Return inconsistent with such characterization.

Deferred Payment Amount. As additional consideration for the Purchased Equity Interests, on the second (2nd) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay to Seller an amount equal to (i) $25,000,000, minus (ii) the adjustments pursuant to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b). (i) . Notwithstanding the foregoing provisions of this Section 2.2(b) but subject to Section 2.2(b)(ii), to the extent that Buyer is unable to pay the Deferred Payment Amount in full as a result of prohibitions under the Credit Agreement on or before the Deferred Payment Date, Buyer shall (A) pay on the Deferred Payment Date as much of the Deferred Payment Amount as is permitted to be paid under the Credit Agreement on the Deferred Payment Date, (B) notify the Seller in writing on the Deferred Payment Date of such inability to pay the applicable portion of the Deferred Payment Amount in full in a timely manner, which notice shall include a reasonably detailed explanation of the circumstances giving rise to such inability to pay and (C) deliver a subordinated promissory note duly executed by Buyer in favor of Seller in the form of Exhibit A hereto (the “Promissory Note”) in a principal amount equal to the sum of (I) the amount of the Deferred Payment Amount that has not been paid in cash on or before the Deferred Payment Date, plus (II) interest on such unpaid portion of the Deferred Payment Amount accruing at 8% per annum compounding annually from the Closing Date through the Deferred Payment Date. Buyer will use reasonable best efforts to pay (A) the Deferred Payment Amount in full on the Deferred Payment Date to the fullest extent permitted under the terms of the Credit Agreement, and (B) if applicable, all outstanding principal amount plus accrued but unpaid interest on the Promissory Note to the fullest extent Buyer is permitted to make such payment or any portion thereof from time to time under the terms of the Credit Agreement. Without limiting the generality of the foregoing, during the period that any portion of the Deferred Payment Amount and/or any obligations under the Promissory Note, if applicable, remain unpaid, Buyer shall, and shall cause its Affiliates to, not (A) amend, waive or otherwise modify any provision of the Credit Agreement or any Loan Document (as defined in the Credit Agreement) or (B) otherwise, directly or indirectly, take any action, in each case, which would be expected to restrict, prohibit or delay Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewith; provided, however, that this sentence shall not restrict any such amendment, waiver, modification or the taking of such action to the extent taken for a bona fide business purpose and not with the specific intent of restricting, prohibiting or delaying Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewith. (ii) . Notwithstanding anything to the contrary contained herein, subject to the terms and conditions of the Promissory Note and the Subordination Agreement, the entire Deferred Payment Amount and/or, if applicable, all outstanding principal amount plus accrued but unpaid interest under the Promissory Note, shall be due and payable in full in cash within five (5) Business Days after the occurrence of any Acceleration Event. (iii) . Unless otherwise required by applicable Law, the parties hereto intend and agree that all payments made pursuant to this Section 2.2(b) are to be treated by Buyer (and its Affiliates) and Seller (and its Affiliates) as additional consideration for the Purchased Equity Interests, except to the extent appropriately treated as interest under applicable Law, and none of the parties hereto shall take any position on a Tax Return inconsistent with such characterization. Allocation. The Closing Payment Amount and the Deferred Payment Amount shall be allocated to the NetQuote Shares and IQ Holdings Interests as set forth in Section 7.5(e).

Deferred Payment Amount. As additional consideration for (a) No later than August 31, 2024, the Purchased Equity Interests, on Company shall deliver to the second (2nd) anniversary of the Closing Date Purchaser a written statement (the “Deferred Payment DateStatement”), Buyer shall pay to Seller an amount equal to (i) $25,000,000along with reasonable supporting documents, minus (ii) setting forth in reasonable detail the adjustments pursuant to Section 2.5 (Company’s calculation of the “Deferred Payment Amount”). During the fifteen (15) Business Day period following delivery of the Deferred Payment Statement, subject the Company shall afford, and shall cause the Company Subsidiaries to the provisions of this Section 2.2(b). (i) Notwithstanding the foregoing provisions of this Section 2.2(b) but subject to Section 2.2(b)(ii)afford, to the Purchaser and its accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company and the Company Subsidiaries to the extent that Buyer is unable they relate to pay the Deferred Payment Amount in full as a result of prohibitions under Statement and the Credit Agreement on or before the Deferred Payment Date, Buyer shall (A) pay on the Deferred Payment Date as much calculation of the Deferred Payment Amount as is permitted to be paid under the Credit Agreement on the Deferred Payment Date, (B) notify the Seller in writing on the Deferred Payment Date of such inability to pay the applicable portion of the Deferred Payment Amount in full in a timely manner, which notice shall include a reasonably detailed explanation of the circumstances giving rise to such inability to pay and (C) deliver a subordinated promissory note duly executed by Buyer in favor of Seller in the form of Exhibit A hereto (the “Promissory Note”) in a principal amount equal to the sum of (I) the amount of the Deferred Payment Amount that has not been paid in cash on or before the Deferred Payment Date, plus (II) interest on such unpaid portion of the Deferred Payment Amount accruing at 8% per annum compounding annually from the Closing Date through the Deferred Payment Date. Buyer will use reasonable best efforts to pay (A) the Deferred Payment Amount in full on the Deferred Payment Date to the fullest extent permitted under the terms of the Credit Agreement, and (B) if applicable, all outstanding principal amount plus accrued but unpaid interest on the Promissory Note to the fullest extent Buyer is permitted to make such payment or any portion thereof from time to time under the terms of the Credit Agreement. Without limiting the generality of the foregoing, during the period that any portion of the Deferred Payment Amount and/or any obligations under the Promissory Note, if applicable, remain unpaid, Buyer shall, and shall cause its Affiliates to, not (A) amend, waive or otherwise modify any provision of the Credit Agreement or any Loan Document (as defined in the Credit Agreement) or (B) otherwise, directly or indirectly, take any actionset forth therein, in each case, which would be expected subject to restrictthe entrance into any customary confidentiality arrangements in respect of such access. During such fifteen (15) Business Day period, prohibit or delay Buyer’s ability the Company shall consider in good faith any comments the Purchaser submits with respect to pay the Deferred Payment Amount and/or, if applicableStatement. (b) If the Company and the Purchaser are unable to agree on the Deferred Payment Statement, any obligations under disputed matters will be finally and conclusively determined by the Promissory Note Independent Accounting Firm in accordance herewithwith procedures reasonably agreed as between the Parties; provided, however, that this sentence shall not restrict any such amendment, waiver, modification notwithstanding the pendency of Independent Accounting Firm review or the taking of such action to the extent taken for a bona fide business purpose and not with the specific intent of restricting, prohibiting or delaying Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewith. (ii) Notwithstanding anything to the contrary contained hereinin this Agreement, subject if the Independent Accounting Firm’s determination has not been received prior to the terms and conditions of the Promissory Note and the Subordination Agreement, the entire Deferred Payment Amount and/or, if applicable, all outstanding principal amount plus accrued but unpaid interest under the Promissory Note, shall be due and payable in full in cash within date that is five (5) Business Days after prior to the occurrence first due date for the payment of estimated Taxes of the Company following delivery of the Deferred Payment Statement to the Purchaser, the Company shall be permitted to timely make such estimated Tax payment, and to timely file its applicable Tax Returns in respect of such estimated Tax payment, in a manner consistent with the Deferred Payment Statement delivered to Purchaser, with any remaining disputed matters thereafter finally and conclusively determined by the Independent Accounting Firm in accordance with procedures reasonably agreed as between the Parties; provided, further, that if the Independent Accounting Firm’s determination has not been received prior to the date that is five (5) Business Days prior to any subsequent due date for the payment of Taxes or the filing of Tax Returns of the Company, the Company shall be permitted to continue to make such Tax payments and file such Tax Returns in a manner consistent with the Deferred Payment Statement delivered to Purchaser. Upon the Purchaser’s request following such determination by the Independent Accounting Firm, the Company will file amended income Tax Returns reflecting any modifications resulting from the Independent Accounting Firm’s determination, and will use commercially reasonable efforts to seek available Tax refunds resulting therefrom (with any resulting cash Tax refund of the Deferred Payment Amount paid to the Purchaser, net of any Acceleration EventTaxes incurred by the Company and the Company Subsidiaries with respect to the Tax refund claim or the receipt of any such refund). The fees, costs and expenses of the Independent Accounting Firm, and associated with any subsequent income Tax Return amendment or claim for an associated Tax refund, shall be borne by the Purchaser. (iiic) Unless otherwise required by applicable LawAt least five (5) Business Days prior to the first due date for the payment of estimated Taxes of the Company following delivery of the Deferred Payment Statement to the Purchaser, the parties hereto intend and agree that all payments made Purchaser shall pay the Deferred Payment Amount as finally determined pursuant to this Section 2.2(b4.5 (or if not yet determined at such time, the Deferred Payment Amount as set forth in the Deferred Payment Statement delivered by the Company) are in cash by wire transfer of immediately available funds; provided, that if the Deferred Payment Amount is finally determined to be treated by Buyer (and its Affiliates) and Seller (and its Affiliates) as additional consideration for zero, the Purchased Equity Interests, except to the extent appropriately treated as interest under applicable Law, and none Purchaser shall have no payment obligation in respect of the parties hereto Deferred Payment Amount hereunder; provided, further, for clarity, that in no event shall take any position on a Tax Return inconsistent with such characterizationthe Deferred Payment Amount be less than zero.

Deferred Payment Amount. As additional consideration for the Purchased Equity Interests, on the second (2nd) anniversary of the Closing Date (the “Deferred Payment Date”), Buyer shall pay to Seller an amount equal to (i) $25,000,000At the Closing, minus (ii) the adjustments pursuant Buyer shall wire transfer, or cause to Section 2.5 (the “Deferred Payment Amount”), subject to the provisions of this Section 2.2(b). (i) Notwithstanding the foregoing provisions of this Section 2.2(b) but subject to Section 2.2(b)(ii)be wire transferred, to the extent that Buyer is unable to pay Escrow Agent, the Deferred Payment Amount to be held by the Escrow Agent in full as a result accordance with the terms of prohibitions the Escrow Agreement for satisfaction of Buyer's claims, if any, for amounts payable to Buyer under Section 4.3(c) and Article 13 of this Agreement. (ii) As more fully described in and subject to the Credit Agreement terms of the Escrow Agreement, on or before the Deferred Payment Date, Buyer shall later to occur of (A) pay on the Deferred Payment date that is six months after the Closing Date as much of the Deferred Payment Amount as is permitted to be paid under the Credit Agreement on the Deferred Payment Date, or (B) notify the Seller determination of the Final Closing Balance Sheet in writing on accordance with Section 4.3, the Deferred Payment Date of such inability Parties shall cause the Escrow Agent to pay the applicable (A) to Seller that portion of the Deferred Payment Amount in full in a timely manner, which notice shall include a reasonably detailed explanation of the circumstances giving rise to such inability to pay and (C) deliver a subordinated promissory note duly executed by Buyer in favor of Seller in the form of Exhibit A hereto (the “Promissory Note”) in a principal amount equal to the sum of fifty percent (I50%) the amount of the Deferred Payment Amount less the amount of any Indemnity Claim (as defined in the Escrow Agreement) and less the amount of any undisputed Indemnity Matters (as defined in the Escrow Agreement) and (B) to Buyer that has not been paid in cash on or before the Deferred Payment Date, plus (II) interest on such unpaid portion of the Deferred Payment Amount accruing at 8% per annum compounding annually from equal to the amount of any undisputed Indemnity Matters. (iii) As more fully described in and subject to the terms of the Escrow Agreement, on the first anniversary of the Closing Date through Date, the Deferred Payment Date. Buyer will use reasonable best efforts Parties shall cause the Escrow Agent to pay (A) to Seller the balance of the Deferred Payment Amount in full on less the Deferred Payment Date to amount of any Indemnity Claim and less the fullest extent permitted under the terms amount of the Credit Agreement, any undisputed Indemnity Matters and (B) if applicable, all outstanding principal amount plus accrued but unpaid interest on to Buyer that portion of the Promissory Note Deferred Payment Amount equal to the fullest amount of any undisputed Indemnity Matters. (iv) To the extent Buyer a claim described in Section 4.2(b)(i) is permitted made by Buyer, any such claim shall apply first to make such payment or any portion thereof from the amounts in the Deferred Payment Amount to be delivered nearest in time to after the time under the terms of claim is made. To the Credit Agreement. Without limiting the generality of the foregoing, during the period that extent any portion of the Deferred Payment Amount and/or any obligations under is the Promissory Note, if applicable, remain unpaid, Buyer shall, and shall cause its Affiliates to, not (A) amend, waive or otherwise modify any provision subject of an unresolved Indemnity Claim at the end of the Credit Agreement or any Loan Document (as defined one year period referred to in the Credit Agreement) or (B) otherwiseSection 4.2(b)(iii), directly or indirectly, take any action, in each case, which would be expected to restrict, prohibit or delay Buyer’s ability to pay such portion of the Deferred Payment Amount and/or, if applicable, any obligations under shall be held by the Promissory Note Escrow Agent in accordance herewith; provided, however, that this sentence shall not restrict any such amendment, waiver, modification or with the taking terms of the Escrow Agreement until the final resolution of such action to the extent taken for a bona fide business purpose and not with the specific intent of restricting, prohibiting or delaying Buyer’s ability to pay the Deferred Payment Amount and/or, if applicable, any obligations under the Promissory Note in accordance herewithIndemnity Claim. (ii) Notwithstanding anything to the contrary contained herein, subject to the terms and conditions of the Promissory Note and the Subordination Agreement, the entire Deferred Payment Amount and/or, if applicable, all outstanding principal amount plus accrued but unpaid interest under the Promissory Note, shall be due and payable in full in cash within five (5) Business Days after the occurrence of any Acceleration Event. (iii) Unless otherwise required by applicable Law, the parties hereto intend and agree that all payments made pursuant to this Section 2.2(b) are to be treated by Buyer (and its Affiliates) and Seller (and its Affiliates) as additional consideration for the Purchased Equity Interests, except to the extent appropriately treated as interest under applicable Law, and none of the parties hereto shall take any position on a Tax Return inconsistent with such characterization.