Buyer's Obligations Fulfilled. Seller hereby acknowledges that Buyer has fulfilled each and every obligation contained in the First Agreement and the Amendment and has paid its obligations in full. Except for the obligations set forth herein, Seller releases Buyer from any and all claims.
Buyer's Obligations Fulfilled. Notwithstanding anything herein to the contrary, before Buyer shall make or cause to be made any distributions of Buyer Common Stock hereunder to the Sellers, the Sellers shall deliver to Buyer a schedule set forth as Exhibit B (an “Allocation Schedule”) setting forth (i) the name and mailing address of each Seller entitled to distribution of a portion of the Stock Consideration at such time, (ii) the number of shares of Company Common Stock held by each Seller as of immediately prior to the Closing and the certificate number or numbers corresponding to such share, (iii) each such Seller’s Pro Rata Portion, (iv) the aggregate number of shares of Buyer Common Stock to which each Seller is then entitled and (v) the cost basis and date of issuance of such shares or securities. The Sellers shall be responsible for instructing Buyer as to the distribution of such amounts then distributed. Buyer may rely on the instructions of the Sellers for distributions and shall have no responsibility or liability with respect thereto; provided, that the distribution instructions of the Sellers are followed. Upon Buyer making each aggregate payment of Buyer Common Stock required of it under this Agreement to the Sellers as provided herein, Buyer shall have fulfilled its obligations with respect to such payment. No fraction of a share of Buyer Common Stock will be issued in connection with the Stock Sale. For purposes of calculating the number of shares of Buyer Common Stock to be issued to each Seller, all Buyer Common Stock payable to such Seller (without rounding) shall be aggregated and after such aggregation, such number of shares of Buyer Common Stock shall be rounded down to the nearest whole share of Buyer Common Stock and each Seller that would otherwise be entitled to receive a fraction of a share of Buyer Common Stock shall be canceled for no consideration. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
