Common use of Eligible Payments Clause in Contracts

Eligible Payments. Following and contingent upon (x) the consummation of the transactions contemplated hereby, (y) the delivery of the releases noted below and (z) to the extent a member of management is entitled to payments and/or benefits that would result in an excise tax under Section 4999 of the Code, shareholder approval of the Eligible Payment pursuant to Section 280G(b)(5), the Buyer shall cause the Company to make each Eligible Payment to the applicable member of management to whom such Eligible Payment relates on or promptly following the thirteenth (13th) day following the Closing and, only in the case of the Releasing Executives, subject to the receipt by the Company of a release, substantially in the form attached hereto as Annex B, executed by each of the Releasing Executives within ten (10) days following the Closing Date; provided that, if a Releasing Executive does not deliver such release on or prior to the tenth day following the Closing, the Buyer shall deliver the amount owed to such Releasing Executive to the Seller by wire transfer of immediately available funds within two Business Days. Notwithstanding anything to the contrary contained in this Agreement, if the Company shall be required to withhold and pay over any Taxes in respect of the Eligible Payments, the Company shall withhold and pay over such Taxes to the relevant Governmental Entity in accordance with applicable Law and the Company shall send the recipient of the applicable Eligible Payment documentation evidencing payment of the amount or amounts so withheld and paid over.