Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. (i) After the Closing Date, Parent shall pay or cause to be paid to each Stockholder that delivered a completed and duly executed letter of transmittal substantially in the form attached hereto as Exhibit D, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, a “Letter of Transmittal”) and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by Section 2.9(g)) to Parent on or prior to the Closing Date, with respect to each such Stockholder holding Outstanding Common Shares, (A) as soon as possible following the Closing and in any event not later than the second (2nd) Business Day after the Closing Date, such Stockholder’s applicable Closing Cash Consideration and (B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in an amount equal to the product of (A) such fraction and (B) the Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the Initial Deemed Stock Value, Parent shall have the right to substitute for the Closing Stock Consideration (and any cash in lieu of fractional shares) cash in an amount equal to (x) such Stockholder’s Applicable Share Amount multiplied by 0.225, reduced by (y) such Stockholder’s Applicable Percentage of the Escrow Amount.

Post-Closing Payments. (ia) After On each of the Closing Datefirst three anniversaries of the Closing, Parent the Buyer shall pay or cause to be paid Xxxxxxxxx an amount equal to each Stockholder that delivered a completed and duly executed letter of transmittal substantially in the form attached hereto as Exhibit D, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent $10 million (each, a “Letter “ Post-Closing Payment”), for an aggregate amount equal to $30 million, by wire transfer of Transmittal”) immediately available funds to accounts and all applicable Certificates for cancellation (or an affidavit of lost Certificate in accordance with allocations as contemplated notified by Section 2.9(g)) to Parent on or prior the Sellers to the Closing Date, with respect to each such Stockholder holding Outstanding Common Shares, (A) as soon as possible following the Closing and in any event not Buyer no later than the second (2nd) Business Day after before the Closing Date, such Stockholder’s applicable Closing Cash Consideration payment date and (Bb) as soon as possible following on each of the first five anniversaries of the Closing, the Sellers shall deliver to and for the benefit of the Buyer a straight, irrevocable documentary letter of credit in the principal amount of $10 million issued by any money center bank reasonably acceptable to the Buyer, in form and substance reasonably acceptable to the Buyer (each, a “ Post-Closing and in any event not later than the fifth (5th) Business Day after the Closing DateLetter of Credit”), such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in for an aggregate principal amount equal to $50 million. In lieu of the product foregoing, at the reasonable request of (A) such fraction the Sellers, on each of the first, second, and (B) the Deemed Stock Value; provided that if third anniversaries of the Closing VWAP is less than 90% the Buyer shall deliver a Post-Closing Payment to the Escrow Account, and on each of the Initial Deemed Stock Valuefourth and fifth anniversary of Closing the Sellers shall pay $10 million to the Escrow Account. Notwithstanding the foregoing, Parent shall have a Post-Closing Letter of Credit or the right Sellers’ obligation to substitute for pay $10 million to the Escrow Account will be required on the fifth anniversary of the Closing Stock Consideration (only if there are any outstanding Claims seeking indemnification on such date and any cash in lieu the principal amount of fractional shares) cash in an such Post-Closing Letter of Credit or the amount equal of such payment by the Sellers to (x) such Stockholder’s Applicable Share Amount multiplied by 0.225, reduced by (y) such Stockholder’s Applicable Percentage of be delivered to the Escrow AmountAccount will be determined in accordance with the proviso in Section 9.10(b) (Letter of Credit). Upon receipt of each Post-Closing Payment, Xxxxxxxxx shall execute and deliver to the Buyer a receipt for such Post-Closing Payment. If any Post-Closing Payment is not paid when due and the corresponding Post-Closing Letter of Credit has been delivered to the Buyer when due, such overdue Post-Closing Payment shall accrue interest annually at the Prime Rate (as listed in the Money Rates Table in The Wall Street Journal as of such due date) plus 2%, compounded quarterly, from such due date until paid.

Post-Closing Payments. Within ten business days after the --------------------- Closing Date, Buyer shall deliver to Seller (a) a schedule setting forth, as of the Closing, (i) After the Closing Dateaggregate cash balance of each Transferred Subsidiary, Parent shall pay (ii) all outstanding checks, drafts, overdrafts or cause to be paid to each Stockholder that delivered a completed and duly executed letter of transmittal substantially in the form attached hereto as Exhibit Dsimilar known charges payable from such cash balance, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, a “Letter of Transmittal”iii) and all applicable Certificates for cancellation (checks or an affidavit of lost Certificate as contemplated by Section 2.9(g)) to Parent on or similar amounts received prior to the Closing Datebut not yet reflected in such cash balance, with respect and (iv) the aggregate cash balance of each Transferred Subsidiary, after subtracting the amounts specified in clause (ii) and adding the amounts specified in clause (iii) (such amount, aggregated for the Transferred Subsidiaries collectively, the "Seller Receivable Amount"), and (b) a schedule setting forth the aggregate amount due to each such Stockholder holding Outstanding Common SharesBuyer from Seller pursuant to Schedule 9.4(m) to the Asset Purchase Agreement plus the sum of U.S. $1,000,000 as consideration for the reclassification of the PeerLogic assets described in Section 8 hereof as Excluded Assets for all purposes of the Asset Purchase Agreement (collectively, the "Buyer Receivable Amount"). Within two business days after the delivery to Seller of the schedules referred to in the immediately preceding sentence, (Ax) as soon as possible following the Closing and in any event not later than the second (2nd) Business Day after the Closing DateBuyer will deliver to Seller, by wire transfer of immediately available funds to an account designated by Seller for such Stockholder’s applicable Closing Cash Consideration and (B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Datepurpose, such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in an amount equal to the product amount by which the Seller Receivable Amount exceeds the Buyer Receivable Amount, or (y) Seller will deliver to Buyer, by wire transfer of (A) immediately available funds to an account designated by Buyer for such fraction and (B) the Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the Initial Deemed Stock Valuepurpose, Parent shall have the right to substitute for the Closing Stock Consideration (and any cash in lieu of fractional shares) cash in an amount equal to the amount by which the Buyer Receivable Amount exceeds the Seller Receivable Amount, as applicable. Within 30 days after the Closing Date, Buyer shall deliver to Seller, or otherwise make available to Seller and its representatives, Buyer's work papers (xand such other substantiating documentation as Seller may reasonably request) such Stockholder’s Applicable Share Amount multiplied by 0.225, reduced by (y) such Stockholder’s Applicable Percentage supporting Buyer's computation of the Escrow Seller Receivable Amount. Seller will have 30 days after delivery by Buyer of its work papers and other substantiating documentation to notify Seller that it disagrees with or disputes Buyer's computation of the Seller Receivable Amount. If Seller fails to so notify Buyer within such 30 day time period, the Seller Receivable Amount set forth on the schedule delivered pursuant to the first sentence of this Section 7 will be final and binding on the parties. If Seller notifies Buyer within such 30 day time period that it disagrees with or disputes Buyer's computation of the Seller Receivable Amount, Seller and Buyer will commence to negotiate in good faith a resolution of such dispute. If the parties are unable to reach agreement within 15 days after the notice of objection is given, the dispute shall be referred for resolution by an independent "Big 6" accounting firm mutually agreed upon by the parties, whose determination shall be final and binding on the parties. The fees and expenses of such "Big 6" accounting firm shall be borne equally by the parties. Within five business days following resolution of any dispute (whether by a "Big 6" accounting firm or otherwise), Buyer will promptly deliver to Seller, or Seller will promptly deliver to Buyer, by wire transfer of immediately available funds to an account designated by the recipient for such purpose, any additional amounts in respect of the matters provided for in this Section 7 that are determined to be due to Seller or Buyer, as the case may be.

Post-Closing Payments. (ia) After Subject to Section 12.1, on the Post-Closing Payment Date, Parent Buyer shall pay or cause to be paid to each Stockholder that delivered Seller, in immediately available funds to an account designated by Seller, the amount of $8,000,000, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a completed and duly executed letter Final Claim as of transmittal substantially in the form attached hereto as Exhibit D, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, a “Letter of Transmittal”) and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by Section 2.9(g)) to Parent on or prior to the Post-Closing Payment Date, with respect to each such Stockholder holding Outstanding Common Sharesthe Holdback, plus (A4) as soon as possible following the Closing and in any event not later than the second (2nd) Business Day after the Closing Date, such Stockholder’s applicable Closing Cash Consideration and (B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in an amount equal to ten percent (10%) of the product sum of the Unsold Inventory and Delinquent Accounts Receivable (Asuch amount in this clause (4), the "Sludge Amount"), minus (5) such fraction one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (B6) the Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the Initial Deemed Stock Valuefiling fees contemplated by Section 8.16, Parent shall have the right to substitute for the Closing Stock Consideration minus (and any cash in lieu of fractional shares7) cash in an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (x) such Stockholder’s Applicable Share Amount multiplied by 0.225, reduced by (y) such Stockholder’s Applicable Percentage 8) one-half of the Escrow Amountfees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada plus 2% (calculated daily).

Post-Closing Payments. (a) If (i) After Seller is debited by MasterCard after the Closing Date, Parent shall pay or cause to be paid to each Stockholder that delivered Cut-Off Time for a completed and duly executed letter chargeback in respect of transmittal substantially in the form attached hereto as Exhibit D, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, which Seller provided a “Letter of Transmittal”) and all applicable Certificates for cancellation (or Cardholder a credit on an affidavit of lost Certificate as contemplated by Section 2.9(g)) to Parent on or Account prior to the Closing DateCut-Off Time, or (ii) a check from a Cardholder in payment of amounts owed on an Account, which was credited to such Account prior to the Cut-Off Time, is returned unpaid by the drawee after the Cut-Off Time, or (iii) Purchaser provides a credit on an Account with respect to each such Stockholder holding Outstanding Common SharesUnauthorized Use of an Account prior to the Cut-Off Time, (Aiv) Purchaser provides a credit on an Account in connection with a transaction posted before the Cut-Off Time as a result of rights asserted by the Cardholder under 12 CFR ss.226.12(c) or 12 CFR ss.226.13(d), then an adjustment to the Purchase Price shall be made in favor of Seller (in the case of clause (i) or (ii)), Purchaser (in the case of clause (iii) or (iv)) in the amount of 44% of such chargeback, check or credit or adjustment (as the case may be). The party with knowledge of the facts relating to such Accounts or amounts shall provide to the other party written notice and supporting documentation (to the extent available to such party) as soon promptly as possible following practicable after discovery such facts. On the Settlement Date, or if such notice and supporting documentation is received by such party after the fourth Business Day before the Settlement Date, within five (5) Business Days after receipt of said notice, Seller or Purchaser, as the case may be, shall reimburse the other party, in immediately available funds, for the amount of said adjustment, together with interest on the reimbursed amount computed from and including the Closing Date through and in any event not later than excluding the second (2nd) Business Day after the Closing Date, such Stockholder’s applicable Closing Cash Consideration and (B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free date of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in reimbursements at an amount interest rate equal to the product Federal Funds Rate divided by 360 for each day during such period. Notwithstanding the foregoing, the parties agree that this SECTION 3.7 shall be implemented fairly and equitably so as to avoid the double payment or failure to pay any amount which would result in the unjust enrichment of (A) such fraction and (B) any party pursuant to the Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the Initial Deemed Stock Value, Parent shall have the right to substitute for the Closing Stock Consideration (and any cash in lieu of fractional shares) cash in an amount equal to (x) such Stockholder’s Applicable Share Amount multiplied by 0.225, reduced by (y) such Stockholder’s Applicable Percentage of the Escrow Amountterms hereof.

Post-Closing Payments. (a) If (i) After Seller is debited by MasterCard after the Closing Date, Parent shall pay or cause to be paid to each Stockholder that delivered Cut-Off Time for a completed and duly executed letter chargeback in respect of transmittal substantially in the form attached hereto as Exhibit D, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, which Seller provided a “Letter of Transmittal”) and all applicable Certificates for cancellation (or Cardholder a credit on an affidavit of lost Certificate as contemplated by Section 2.9(g)) to Parent on or Account prior to the Closing DateCut-Off Time, or (ii) a check from a Cardholder in payment of amounts owed on an Account, which was credited to such Account prior to the Cut-Off Time, is returned unpaid by the drawee after the Cut-Off Time, or (iii) Purchaser provides a credit on an Account with respect to each Unauthorized Use of an Account prior to the Cut-Off Time, or (iv) Purchaser provides a credit on an Account in connection with a transaction posted before the Cut-Off Time as a result of rights asserted by the Cardholder under 12 CFR ss.226.12(c) or 12 CFR ss.226.13(d), then an adjustment to the Purchase Price shall be made in favor of Seller (in the case of clause (i) or (ii)) and Purchaser (in the case of clause (iii) or (iv)) in the amount of 42.5% of such Stockholder holding Outstanding Common Shareschargeback, check or credit (Aas the case may be), . The party with knowledge of the facts relating to such Accounts or amounts shall provide to the other party written notice and supporting documentation (to the extent available to such party) as soon promptly as possible following practicable after discovery such facts. On the Settlement Date, or if such notice and supporting documentation is received by such party after the fourth Business Day before the Settlement Date, within five (5) Business Days after receipt of said notice, Seller or Purchaser, as the case may be, shall reimburse the other party, in immediately available funds, for the amount of said adjustment, together with interest on the reimbursed amount computed from and including the Closing Date through and in any event not later than excluding the second (2nd) Business Day after the Closing Date, such Stockholder’s applicable Closing Cash Consideration and (B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free date of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in reimbursements at an amount interest rate equal to the product Federal Funds Rate divided by 360 for each day during such period. Notwithstanding the foregoing, the parties agree that this SECTION 3.7 shall be implemented fairly and equitably so as to avoid the double payment or failure to pay any amount which would result in the unjust enrichment of (A) such fraction and (B) any party pursuant to the Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the Initial Deemed Stock Value, Parent shall have the right to substitute for the Closing Stock Consideration (and any cash in lieu of fractional shares) cash in an amount equal to (x) such Stockholder’s Applicable Share Amount multiplied by 0.225, reduced by (y) such Stockholder’s Applicable Percentage of the Escrow Amountterms hereof.