Second Post-Closing Payment Sample Clauses
Second Post-Closing Payment. (a) Subject to the terms and conditions hereof, including without limitation, offset as set forth in Section 9.3 below, the Buyer shall pay the Second Per Share Post-Closing Amount to each Seller, with respect to each of his or her shares of Company Common Stock issued and outstanding immediately prior to the Closing, on the date that is fifteen (15) months after the Closing Date in cash by the delivery of immediately available funds.
(b) Notwithstanding anything herein contained to the contrary, as of the Closing, the Buyer’s obligation to pay the Second Per Share Post-Closing Amount to each Seller, with respect to each of his or her shares of Company Common Stock issued and outstanding immediately prior to the Closing, shall be subordinate and subject in right of payment to the prior payment in full of all Senior Debt (as defined in the Subordination Agreement in substantially the form attached hereto as Exhibit A, to be entered into as of the Closing Date by and among Buyer, each Seller and Wachovia Bank, National Association (or any assignor, successor or other Person who assumes such Senior Debt or replaces Wachovia Bank, National Association or provides indebtedness for borrowed money to the Buyer) (the “Subordination Agreement”)) as further set forth in the Subordination Agreement, and each Seller, by signing this Agreement, agrees to execute and deliver the Subordination Agreement on or prior to the Closing and agrees to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Subordination Agreement.
Second Post-Closing Payment. (a) Subject to the terms and conditions hereof, including without limitation, adjustment as set forth in Section 1.10(b) below and offset as set forth in Section 9.3 below, each Holder shall receive the Second Pro Rata Post-Closing Amount on the date that is eighteen (18) months after the Closing Date by the delivery to such Holder of immediately available funds; provided, however, in the event that prior to eighteen (18) months after the Closing Date, the Surviving Corporation obtains a waiver and release from each of the Persons listed on Schedule 1.7 hereto in form and substance satisfactory to the Buyer in its sole discretion and so long as no claim by a Buyer Indemnified Party for Damages under this Agreement (to the extent such claim results from or arises out of the representations and warranties in Section 3.4 or the Letter Agreement set forth in Exhibit B or item 6 or 7 on Appendix B) is pending or has been paid or offset, then (x) a portion of the Second Pro Rata Post-Closing Payment, equal to Seven Hundred Twenty Thousand Dollars ($720,000) divided by the Fully Diluted Share Number, shall be released and paid early by the Buyer to each Holder on the date that is five (5) business days after the date of receipt by the Buyer of such executed and delivered waivers and releases and (y) the Second Post-Closing Payment shall be reduced by Seven Hundred Twenty Thousand Dollars ($720,000).
(b) Notwithstanding anything herein contained to the contrary, as of the Closing, the Buyer’s obligation to pay the Second Pro Rata Post-Closing Amount to each Holder shall be subordinate and subject in right of payment to the prior payment in full of all Senior Obligations (as defined in the Subordination Agreement in substantially the form attached hereto as Exhibit A, to be entered into as of the Closing Date by and among Maker, Holder and Wachovia Bank, National Association (the “Subordination Agreement”)) as further set forth in the Subordination Agreement, and the Second Pro Rata Post-Closing Amount shall be subject to the terms of the Subordination Agreement, and each Seller, by signing this Agreement, agrees to execute and deliver the Subordination Agreement on or prior to the Closing and agrees to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Subordination Agreement.
Second Post-Closing Payment. On the second anniversary of the Closing Date, a cash payment in the amount of $500,000 (the “Second Post-Closing Payment,” and together with the First Post-Closing Payment, the “Post-Closing Payments”). All payments of Purchase Price hereunder to H▇▇▇▇▇▇▇ shall be considered directed payments from Company to H▇▇▇▇▇▇▇ in full consideration of all obligations of Company to H▇▇▇▇▇▇▇ under the Sale Bonus Agreement, and the Parties agree to treat such payments as compensation payments by Company to H▇▇▇▇▇▇▇ for tax purposes. Further, the Parties agree to treat all payroll and bonus payments to employees through May 31, 2021, as compensation payments by the Company for tax purposes.