Common use of Payment Allocation Schedule Clause in Contracts

Payment Allocation Schedule. Notwithstanding anything set forth herein to the contrary, subject to the actual payment by or on behalf of Buyer of the amounts required to be paid to the Sellers and the Company for the benefit of, and further payment to, the Optionholders, pursuant to this Article II, none of Buyer, the Company or any of their respective Affiliates shall have any Liability to any person for any payment made in accordance with the calculations set forth in the Payment Allocation Schedule or otherwise based on the written instructions of the Equityholder Representative (including with respect to any claim that the Payment Allocation Schedule or such other written instruction is incomplete or inaccurate).