Common use of Allocation Schedules Clause in Contracts

Allocation Schedules. (i) The Initial Allocation Schedule attached hereto as Exhibit B sets forth a summary of the allocation (estimated as of the date hereof) of the amounts payable at the Closing to the Company Equityholders and Bank of America (which amount payable to Bank of America shall be as set forth in the calculation of the Closing Purchase Price). The Company shall deliver to the Buyer and the Paying Agent, at least three (3) Business Days prior to the Closing, the Closing Date Allocation Schedule (which schedule shall reflect the amounts set forth on the Estimated Closing Adjustment Statement). The Buyer shall provide the Representative with written notice of a Future Payment within five (5) Business Days after the date on which the Buyer determines that a Future Payment has become payable, following which the Representative shall deliver to the Buyer and the Paying Agent an allocation schedule setting forth (A) the Applicable Share of such Future Payment payable to each Company Equityholder (subject to Section 2.8), (B) the amount payable to Bank of America and (C) the portion of any Management Bonus Plan payable to each Bonus Eligible Employee (each, a “Future Payment Allocation Schedule”) and the Buyer and the Paying Agent shall not be obligated to make any such payment sooner than five (5) Business Days after receipt of the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Stock Consideration to the applicable Company Stockholders in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Company Stockholders in accordance with the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration to the applicable Non-Employee Recipients in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Non-Employee Recipients in accordance with the applicable Future Payment Allocation Schedule. (ii) It is expressly acknowledged and agreed that the preparation of the Closing Date Allocation Schedule and each Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein are the sole responsibility of the Representative and that Buyer, the Surviving Corporation and the Paying Agent shall be entitled to rely thereon, without any obligation to investigate or verify the accuracy or correctness thereof and to make payments in accordance therewith. None of Buyer, the Surviving Company, the Paying Agent or any of their Affiliates shall have any liability in connection with any claims by any Company Equityholder or any other Person relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Closing Date Allocation Schedule, any Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein or payments made in accordance therewith. In consideration for its receipt of its allocation of Total Consideration in accordance with (and subject to) the Closing Date Allocation Schedule and each Future Payment Allocation Schedule, each Company Equityholder hereby irrevocably waives, releases and promises never to assert any claims or causes of action, promises or similar rights of any type (however described and however arising) that such Company Equityholder may currently have, or may have in the future, whether or not now known, against the Company, the Buyer, the Surviving Corporation or any of their respective predecessors, successors, parent corporations, subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Released Parties”) with respect to any matter related to such allocation, including the accuracy or correctness of the Closing Date Allocation Schedule or any Future Payment Allocation Schedule (the “Released Claims”). Each Company Equityholder acknowledges that it may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Effective Time, such Company Equityholder shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. (iii) Each Company Equityholder hereby acknowledges and agrees that if it should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any Released Party with respect to any Released Claim, this Section 2.2(c) may be raised as a complete bar to any such action, claim or proceeding, and the applicable Released Party may recover from such Company Equityholder all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.

Allocation Schedules. (ia) The Initial Allocation Schedule attached hereto as Exhibit B sets forth a summary of the allocation (estimated as of the date hereof) of the amounts payable at the Closing to the Company Equityholders Exchange and Bank of America (which amount payable to Bank of America shall be as set forth in the calculation of the Closing Purchase Price). The Company shall deliver to the Buyer and the Paying Agent, at least three (3) Business Days prior to the Closing, the Closing Date Allocation Schedule (which schedule shall reflect the amounts set forth on the Estimated Closing Adjustment Statement). The Buyer shall provide the Representative with written notice of a Future Payment within five (5) Business Days after the date on which the Buyer determines that a Future Payment has become payable, following which the Representative shall deliver to the Buyer and the Paying Agent an allocation schedule setting forth (A) the Applicable Share of such Future Payment payable to each Company Equityholder (subject to Section 2.8), (B) the amount payable to Bank of America and (C) the portion of any Management Bonus Plan payable to each Bonus Eligible Employee (each, a “Future Payment Allocation Schedule”) and the Buyer and the Paying Agent shall not be obligated to make any such payment sooner than five (5) Business Days after receipt of the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Stock Consideration (including any Future Payments) to the applicable Company Stockholders Equityholders in accordance with the Closing Date Allocation Schedule (subject to Section 5 of Schedule 2.7) and the Letters of Transmittal Transmittal, and the Buyer or the Surviving Corporation shall make all pay the portion of the Aggregate Consideration (including any Future Payments Payments) payable to the applicable holders of In-the-Money Options and Company Stockholders in accordance with the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration RSUs pursuant to Section 2.5 to the applicable Non-Employee Recipients holders thereof in accordance with the Closing Date Allocation Schedule (subject to Section 5 of Schedule 2.7) (subject to any applicable withholding as provided in Section 2.9). The Buyer and the Letters of Transmittal Exchange and shall make all Future Payments to the applicable Non-Employee Recipients in accordance with the applicable Future Payment Allocation Schedule. (ii) It is expressly acknowledged and agreed that the preparation of the Closing Date Allocation Schedule and each Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein are the sole responsibility of the Representative and that Buyer, the Surviving Corporation and the Paying Agent shall be entitled to rely thereon, without any obligation to investigate or verify upon the accuracy or correctness thereof calculations and to make payments in accordance therewith. None of Buyer, the Surviving Company, the Paying Agent or any of their Affiliates shall have any liability in connection with any claims by any Company Equityholder or any other Person relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Closing Date Allocation Schedule, any Future Payment Allocation Schedule and the allocation of the Total Consideration amounts set forth therein or payments made in accordance therewith. In consideration for its receipt of its allocation of Total Consideration in accordance with (and subject to) the Closing Date Allocation Schedule (subject to Section 5 of Schedule 2.7) for purposes of making the applicable payments hereunder or the Exchange and Paying Agent Agreement. (b) No later than seven (7) Business Days prior to each Future Payment Allocation Schedulehereunder, each the Buyer shall send to the Company Equityholder hereby irrevocably waivesRepresentative a schedule setting forth the holders of Company Options and each such holder’s aggregate number of Company Options and, releases as of such date, Excluded Options, and promises never to assert any claims or causes of action, promises or similar rights of any type (however described and however arising) that all such further information reasonably necessary for the Company Equityholder may currently have, or may have Representative to prepare and deliver the supplement referred to in the future, whether next sentence (including any updated information that has been or not now known, against should be notified to the CompanyCompany Equityholder Representative pursuant to Section 5 of Schedule 2.7). Following receipt of such schedule, the Buyer, Company Equityholder Representative shall prepare and deliver to the Surviving Corporation or any of their respective predecessors, successors, parent corporations, subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Released Parties”) with respect Buyer a supplement to any matter related to such allocation, including the accuracy or correctness of the Closing Date Allocation Schedule or any setting forth, giving effect to Section 2.5(a)(i) and Section 5 of Schedule 2.7, the Pro Rata Portion of each Company Equityholder for such Future Payment and the portion of such Future Payment attributable to such Company Equityholder’s Company Stock, In-the-Money Options (excluding Excluded Options), Company RSUs and Company Warrants. Such supplement shall be deemed to amend the Closing Date Allocation Schedule (the “Released Claims”). Each Company Equityholder acknowledges that it may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Effective Time, such Company Equityholder shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. (iii) Each Company Equityholder hereby acknowledges and agrees that if it should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any Released Party with respect to any Released Claim, this Section 2.2(c) may be raised as a complete bar remaining Future Payments hereunder. The Buyer agrees to deliver promptly to the Company Equityholder Representative upon request any additional information reasonably necessary for the Company Equityholder Representative to prepare and deliver any applicable supplement referred to above or otherwise applicable to any such action, claim or proceeding, and post-closing payment to the applicable Released Party may recover from such Company Equityholder all costs incurred in connection with such action, claim or proceeding, including attorneys’ feesEquityholders.

Allocation Schedules. (ia) The Initial Allocation Schedule attached hereto as Exhibit B sets forth a summary of the allocation (estimated as of the date hereof) of the amounts payable at the Closing to the Company Equityholders Sellers shall prepare and Bank of America (which amount payable to Bank of America shall be as set forth in the calculation of the Closing Purchase Price). The Company shall deliver to Buyer a spreadsheet (the Buyer and the Paying Agent, “U.S. Allocation Schedule”) at least three (3) Business Days prior to the U.S. Closing, in a form reasonably satisfactory to Buyer, which U.S. Allocation Schedule shall be dated as of the U.S. Closing Date Allocation Schedule (which schedule and shall reflect the amounts set forth on all of the Estimated Closing Adjustment Statement). information (in addition to the other required data and information specified therein) set forth in Section 7.11 of the Acquired Company Disclosure Schedule, as of immediately prior to the U.S. Closing. (b) The Sellers shall prepare and deliver to Buyer shall provide a spreadsheet (the Representative “Australia Allocation Schedule” and, together with written notice of a Future Payment within five the U.S. Allocation Schedule, the “Allocation Schedules”) at least three (53) Business Days after the date on which the Buyer determines that a Future Payment has become payable, following which the Representative shall deliver prior to the Australia Closing, in a form reasonably satisfactory to Buyer, which Australia Allocation Schedule shall be dated as of the Australia Closing Date and shall set forth all of the information (in addition to the other required data and information specified therein) set forth in Section 7.11 of the Acquired Company Disclosure Schedule, as of immediately prior to the Australia Closing. (c) Each Allocation Schedule shall be accompanied by reasonably detailed back-up documentation for the calculations contained therein. The Acquired Companies shall make available to Buyer and its Representatives the Paying Agent an allocation schedule setting forth (A) the Applicable Share of such Future Payment payable to each Company Equityholder work papers (subject to Section 2.8)the execution of customary work paper access letters, (B) the amount payable to Bank of America and (C) the portion of any Management Bonus Plan payable to each Bonus Eligible Employee (each, a “Future Payment Allocation Schedule”if requested) and the Buyer other books and the Paying Agent shall not be obligated to make any such payment sooner than five (5) Business Days after receipt of records used in preparing the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Stock Consideration to the applicable Company Stockholders in accordance with the Closing Date Allocation Schedule and reasonable access to employees of the Letters Acquired Companies and each of Transmittal their Subsidiaries as Buyer may reasonably request in connection with its review of such Allocation Schedule, and will otherwise cooperate in good faith with Buyer’s and its Representatives review and shall make all Future Payments to the applicable Company Stockholders take into consideration in accordance with the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration to the applicable Non-Employee Recipients in accordance with the Closing Date good faith any comments of Buyer on such Allocation Schedule and incorporate any reasonable comments thereto. Notwithstanding the Letters foregoing, in no event will any of Transmittal and shall make all Future Payments Buyer’s rights be considered waived, impaired or otherwise limited as a result of Buyer not making an objection prior to the applicable Non-Employee Recipients U.S. Closing or its making an objection that is not fully implemented in accordance with the applicable Future Payment Allocation Schedule. (ii) It is expressly acknowledged and agreed that the preparation of the Closing Date Allocation Schedule and each Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein are the sole responsibility of the Representative and that Buyer, the Surviving Corporation and the Paying Agent shall be entitled to rely thereon, without any obligation to investigate or verify the accuracy or correctness thereof and to make payments in accordance therewith. None of Buyer, the Surviving Company, the Paying Agent or any of their Affiliates shall have any liability in connection with any claims by any Company Equityholder or any other Person relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Closing Date a revised Allocation Schedule, any Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein or payments made in accordance therewith. In consideration for its receipt of its allocation of Total Consideration in accordance with (and subject to) the Closing Date Allocation Schedule and each Future Payment Allocation Schedule, each Company Equityholder hereby irrevocably waives, releases and promises never to assert any claims or causes of action, promises or similar rights of any type (however described and however arising) that such Company Equityholder may currently have, or may have in the future, whether or not now known, against the Company, the Buyer, the Surviving Corporation or any of their respective predecessors, successors, parent corporations, subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Released Parties”) with respect to any matter related to such allocation, including the accuracy or correctness of the Closing Date Allocation Schedule or any Future Payment Allocation Schedule (the “Released Claims”). Each Company Equityholder acknowledges that it may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Effective Time, such Company Equityholder shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional factsapplicable. (iii) Each Company Equityholder hereby acknowledges and agrees that if it should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any Released Party with respect to any Released Claim, this Section 2.2(c) may be raised as a complete bar to any such action, claim or proceeding, and the applicable Released Party may recover from such Company Equityholder all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.

Allocation Schedules. (i) The Initial Allocation Schedule attached hereto as Exhibit B sets forth a summary of the allocation (estimated as of the date hereof) of the amounts payable at the Closing to the Company Equityholders and Bank of America Leerink Xxxxx LLC (which amount payable to Bank of America Leerink Xxxxx LLC shall be as set forth in the calculation of the Closing Purchase Price). The Company shall deliver to the Buyer and the Paying Agent, at least three (3) Business Days prior to the Closing, the Closing Date Allocation Schedule (which schedule shall reflect the amounts set forth on the Estimated Closing Adjustment Statement). The Buyer shall provide the Representative with written notice of a Future Payment within five (5) Business Days after the date on which the Buyer determines that a Future Payment has become payable, following which the Representative shall deliver to the Buyer and the Paying Agent an allocation schedule setting forth (A) the Applicable Share of such Future Payment payable to each Company Equityholder (subject to Section 2.8), (B) the amount payable to Bank of America and (C) the portion of any Management Bonus Plan payable to each Bonus Eligible Employee (each, a “Future Payment Allocation Schedule”) and the Buyer and the Paying Agent shall not be obligated to make any such payment sooner than five (5) Business Days after receipt of the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Stock Consideration to the applicable Company Stockholders in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Company Stockholders in accordance with the applicable Future Payment Allocation Schedule. The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration to the applicable Non-Employee Recipients in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Non-Employee Recipients in accordance with the applicable Future Payment Allocation ScheduleTransmittal. (ii) It is expressly acknowledged and agreed that the preparation of the Closing Date Allocation Schedule and each Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein are the sole responsibility of the Representative and that Buyer, the Surviving Corporation and the Paying Agent shall be entitled to rely thereon, without any obligation to investigate or verify the accuracy or correctness thereof and to make payments in accordance therewith. None of Buyer, the Surviving Company, the Paying Agent or any of their Affiliates shall have any liability in connection with any claims by any Company Equityholder or any other Person relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Closing Date Allocation Schedule, any Future Payment Allocation Schedule and the allocation of the Total Consideration set forth therein or payments made in accordance therewith. In consideration for its receipt of its allocation of Total Consideration in accordance with (and subject to) the Closing Date Allocation Schedule and each Future Payment Allocation Schedule, each Company Equityholder hereby irrevocably waives, releases and promises never to assert any claims or causes of action, promises or similar rights of any type (however described and however arising) that such Company Equityholder may currently have, or may have in the future, whether or not now known, against the Company, the Buyer, the Surviving Corporation or any of their respective predecessors, successors, parent corporations, subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Released Parties”) with respect to any matter related to such allocation, including the accuracy or correctness of the Closing Date Allocation Schedule or any Future Payment Allocation Schedule (the “Released Claims”). Each Company Equityholder acknowledges that it may hereafter discover facts other than or different from those that it knows or believes to be true with respect to the subject matter of the Released Claims, but it hereby expressly agrees that, on and as of the Effective Time, such Company Equityholder shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. (iii) Each Company Equityholder hereby acknowledges and agrees that if it should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any Released Party with respect to any Released Claim, this Section 2.2(c) may be raised as a complete bar to any such action, claim or proceeding, and the applicable Released Party may recover from such Company Equityholder all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.