Common use of Certain Closing Payments Clause in Contracts

Certain Closing Payments. (a) The Founders shall be obligated to repay all Indebtedness of ATS and the Acquired Subsidiaries as of the Closing. In connection with the Closing, FSAC shall repay out of the Cash Consideration, on behalf of the Founders, (i) all Indebtedness of the ATS and the Acquired Subsidiaries remaining outstanding (other than intercompany indebtedness (if any)), and (ii) all Founders’ Transaction Costs. To the extent the amount of any such payment can be determined, and paid, at or prior to the Closing, then a downward adjustment shall be made in the Cash Consideration paid at Closing equal to such amount. In the event any such payment cannot be determined or paid at or prior to Closing, then (i) the parties to the Escrow Agreements shall instruct the Escrow Agent to pay any such amount (from the Balance Sheet Escrow to the extent of any Balance Sheet Escrow Funds and then from the General Indemnity Escrow) to FSAC within three (3) Business Days of determination (which may be through delivery of an invoice) and (ii) the Founders hereby agree and covenant that they shall be jointly and severally responsible for and shall immediately deposit in the General Indemnity Escrow cash in the amount of the distributions made from the Escrowed Funds to cover costs the Founders are responsible for under this Section 5.8. (b) It is the intent of the parties that all Shareholders shall be deemed to have repaid any and all loans outstanding and owing by any of the Shareholders to ATS or any of the Acquired Subsidiaries as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, the Shareholders’ Representative shall be permitted to make, or direct, non-pro rata distributions of the Cash Consideration to the Shareholders in order to account for any such deemed repayments.

Certain Closing Payments. (a) The Founders Members shall be obligated to repay all Indebtedness of ATS and the Acquired Subsidiaries Companies as of the ClosingClosing (other than the Assumed Debt). In connection with the Closing, FSAC FAAC shall repay out of the Cash Consideration, on behalf of the FoundersMembers, (i) all Indebtedness of the ATS and the Acquired Subsidiaries Companies remaining outstanding (other than intercompany indebtedness (if any)the Assumed Debt), and (ii) all FoundersMembers’ Transaction Costs. To the extent the amount of any such payment can be determined, and paid, at or prior to the Closing, then a downward adjustment shall be made in the Cash Consideration paid at Closing equal to such amount. In the event any such payment cannot be determined or paid at or prior to Closing, then (i) the parties to the Escrow Agreements shall instruct the Escrow Agent to pay any such amount (from the Balance Sheet Escrow to the extent of any Balance Sheet Escrow Funds Property and then from the General Indemnity Escrow) to FSAC FAAC within three (3) Business Days of determination (which may be through delivery of an invoice) and (ii) the Founders Members hereby agree and covenant that they shall be jointly and severally responsible for and shall immediately deposit in the General Indemnity Escrow cash in the amount of the distributions made from the Escrowed Funds Property to cover costs the Founders Members are responsible for under this Section 5.8. (b) It is the intent of the parties that all Shareholders Members shall be deemed to have repaid any and all loans outstanding and owing by any of the Shareholders Members to ATS or any of the Acquired Subsidiaries Companies as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, the ShareholdersMembers’ Representative shall be permitted to make, or direct, non-pro rata distributions of the Cash Consideration to the Shareholders Members in order to account for any such deemed repayments. (c) The Members hereby instruct FAAC and FAAC hereby agrees that 67,825 shares of FAAC common stock (the “Evergreen Stock Payment Amount”) otherwise payable to Gxxxxxxxx and Rxxxxx pursuant to Section 2.2(d) above, shall be issued, on Rxxxxx’x and Gxxxxxxxx’x behalf, to Evergreen, or such other recipients as may be identified in writing by Evergreen on or before the Closing Date as partial payment of the fees due Evergreen under the Evergreen Agreement (the “Evergreen Stock Payment”). (i) As a condition to receiving the Evergreen Stock Payment, Evergreen and any other recipients identified by Evergreen, shall be required to sign a Lock Up Agreement and Acquisition Agreement in the form attached hereto as Exhibit K. (ii) The shares of FAAC’s common stock to be issued pursuant to this Agreement as the Evergreen Stock Payment (A) have not been, and will not be at the time of issuance, registered under the Securities Act, and will be issued in a transaction that is exempt from the registration requirements of the Securities Act and (B) will be “restricted securities” under the federal securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration. All certificates evidencing the Stock Consideration and Earn Out Consideration shall bear, in addition to any other legends required under applicable securities laws, the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.”

Certain Closing Payments. (a) The Founders Members shall be obligated to repay all Indebtedness of ATS and the Acquired Subsidiaries Companies as of the ClosingClosing (other than the Assumed Debt). In connection with the Closing, FSAC FAAC shall repay out of the Cash Consideration, on behalf of the FoundersMembers, (i) all Indebtedness of the ATS and the Acquired Subsidiaries Companies remaining outstanding (other than intercompany indebtedness (if any)the Assumed Debt), and (ii) all FoundersMembers’ Transaction Costs. To the extent the amount of any such payment can be determined, and paid, at or prior to the Closing, then a downward adjustment shall be made in the Cash Consideration paid at Closing equal to such amount. In the event any such payment cannot be determined or paid at or prior to Closing, then (i) the parties to the Escrow Agreements shall instruct the Escrow Agent to pay any such amount (from the Balance Sheet Escrow to the extent of any Balance Sheet Escrow Funds Property and then from the General Indemnity Escrow) to FSAC FAAC within three (3) Business Days of determination (which may be through delivery of an invoice) and (ii) the Founders Members hereby agree and covenant that they shall be jointly and severally responsible for and shall immediately deposit in the General Indemnity Escrow cash in the amount of the distributions made from the Escrowed Funds Property to cover costs the Founders Members are responsible for under this Section 5.8. (b) It is the intent of the parties that all Shareholders Members shall be deemed to have repaid any and all loans outstanding and owing by any of the Shareholders Members to ATS or any of the Acquired Subsidiaries Companies as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, the ShareholdersMembers’ Representative shall be permitted to make, or direct, non-pro rata distributions of the Cash Consideration to the Shareholders Members in order to account for any such deemed repayments. (c) The Members hereby instruct FAAC and FAAC hereby agrees that 67,825 shares of FAAC common stock (the “Evergreen Stock Payment Amount”) otherwise payable to Xxxxxxxxx and Xxxxxx pursuant to Section 2.2(d) above, shall be issued, on Xxxxxx’x and Xxxxxxxxx’x behalf, to Evergreen, or such other recipients as may be identified in writing by Evergreen on or before the Closing Date as partial payment of the fees due Evergreen under the Evergreen Agreement (the “Evergreen Stock Payment”). (i) As a condition to receiving the Evergreen Stock Payment, Evergreen and any other recipients identified by Evergreen, shall be required to sign a Lock Up Agreement and Acquisition Agreement in the form attached hereto as Exhibit J. (ii) The shares of FAAC’s common stock to be issued pursuant to this Agreement as the Evergreen Stock Payment (A) have not been, and will not be at the time of issuance, registered under the Securities Act, and will be issued in a transaction that is exempt from the registration requirements of the Securities Act and (B) will be “restricted securities” under the federal securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration. All certificates evidencing the Stock Consideration shall bear, in addition to any other legends required under applicable securities laws, the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.”

Certain Closing Payments. (a) The Founders Members shall be obligated to repay all Indebtedness of ATS and the Acquired Subsidiaries Companies as of the ClosingClosing (other than the Assumed Debt). In connection with the Closing, FSAC FAAC shall repay out of the Cash Consideration, on behalf of the FoundersMembers, (i) all Indebtedness of the ATS and the Acquired Subsidiaries Companies remaining outstanding (other than intercompany indebtedness (if any)the Assumed Debt), and (ii) all FoundersMembers’ Transaction Costs. To the extent the amount of any such payment can be determined, and paid, at or prior to the Closing, then a downward adjustment shall be made in the Cash Consideration paid at Closing equal to such amount. In the event any such payment cannot be determined or paid at or prior to Closing, then (i) the parties to the Escrow Agreements shall instruct the Escrow Agent to pay any such amount (from the Balance Sheet Escrow to the extent of any Balance Sheet Escrow Funds and then from the General Indemnity Escrow) to FSAC FAAC within three (3) Business Days of determination (which may be through delivery of an invoice) and (ii) the Founders Members hereby agree and covenant that they shall be jointly and severally responsible for and shall immediately deposit in the General Indemnity Escrow cash in the amount of the distributions made from the Escrowed Funds to cover costs the Founders Members are responsible for under this Section 5.8. (b) It is the intent of the parties that all Shareholders Members shall be deemed to have repaid any and all loans outstanding and owing by any of the Shareholders Members to ATS or any of the Acquired Subsidiaries Companies as of the Closing Date. Notwithstanding anything in this Agreement to the contrary, the ShareholdersMembers’ Representative shall be permitted to make, or direct, non-pro rata distributions of the Cash Consideration to the Shareholders Members in order to account for any such deemed repayments. (c) The Members hereby instruct FAAC and FAAC hereby agrees that 67,826 shares of FAAC common stock (the “Evergreen Stock Payment Amount”) otherwise payable to Gxxxxxxxx and Rxxxxx pursuant to Section 2.2(d) above, shall be issued, on Rxxxxx’x and Gxxxxxxxx’x behalf, to Evergreen, or such other recipients as may be identified in writing by Evergreen on or before the Closing Date as partial payment of the fees due Evergreen under the Evergreen Agreement (the “Evergreen Stock Payment”). (i) As a condition to receiving the Evergreen Stock Payment, Evergreen and any other recipients identified by Evergreen, shall be required to sign a Lock Up Agreement and Acquisition Agreement in the form attached hereto as Exhibit K. (ii) The shares of FAAC’s common stock to be issued pursuant to this Agreement as the Evergreen Stock Payment (A) have not been, and will not be at the time of issuance, registered under the Securities Act, and will be issued in a transaction that is exempt from the registration requirements of the Securities Act and (B) will be “restricted securities” under the federal securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration. All certificates evidencing the Stock Consideration and Earn Out Consideration shall bear, in addition to any other legends required under applicable securities laws, the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.”