Certain Post-Closing Payments. (a) As additional consideration for the capital stock of the Company, Group 1 hereby agrees to pay the Stockholders certain additional amounts as provided in this Section 10.2(a). Beginning with the year ended December 31, 1999, the audited operations of the Carrxxx Xxxup will be reviewed with respect to their operations during the full twelve calendar months of 1999. To the extent that Group 1's Incremental Return exceeds 11%, the Group 1 investment will be increased to a level which will yield this required rate of Incremental Return. This increase will be paid to the Stockholders no later than April 30 of the following year, as additional consideration for the Merger and the Other Mergers. This review will be conducted after each of the five years commencing with calendar 1999, and increases in investment as determined above will be paid until such time as the maximum increase has been reached. All additional consideration paid to the Stockholders pursuant to this Section 10.2(a) will be paid in cash and Group 1 Common Stock, in the same proportions as the aggregate consideration received by each Stockholder in the Merger and the Other Mergers. For the purposes of determining the number of shares of Group 1 Common Stock payable to the Stockholders hereunder, such shares shall be assigned a per share value of the average closing price of the Group 1 Common Stock on the New York Stock Exchange for the five trading days preceding the date on which such shares are issued. The aggregate consideration paid by Group 1 pursuant to this Section 10.2(a) and Section 10.2(a) of the Other Agreements (the "Contingent Consideration") shall not exceed $7.5 million, $2.5 million of which (the "Guaranteed Payments") will be paid regardless of the results of the above computation, as follows: $900,000 on the first anniversary of the Closing Date, $900,000 on the second anniversary of the Closing Date, and $700,000 on the third anniversary of the Closing Date. The aggregate Guaranteed Payments actually paid to the Stockholders shall carry forward and be applied against any additional Contingent Consideration payable to the Stockholders hereunder. The Guaranteed Payments shall be reduced by the difference between the aggregate Contingent Consideration previously paid to the Stockholders and $2.5 million. The Contingent Consideration payable under this Section 10.2(a) is additional consideration for the Stockholders' interests in the Company, and the parties hereto agree to ...
Certain Post-Closing Payments. Notwithstanding any other provision herein to the contrary, the Sellers’ Representative may (i) immediately after Closing, direct that (in addition to, but without duplication of, the Transaction Expenses related to transaction bonuses be paid as set forth in Section 1.2), the transaction bonuses that are payable to Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx, Xxx Xxxxxxx and Xx. Xxxxx Xxxxx as set forth in Disclosure Schedule 2.11(a)(i) and an amount up to $750,000 in discretionary bonuses (including the forgiveness of any loans to former or current employees) will be deducted out of the consideration that is otherwise to be paid at Closing pursuant to Section 1.2, and such amount shall be paid to current or former employees of the Company (as directed by the Sellers’ Representative in writing) as part of the transaction bonuses that are payable by the Company in connection with the transactions contemplated by this Agreement (which shall, for the avoidance of doubt, be treated as Transaction Expenses), which amount shall be deposited with the Company and paid to the applicable recipient through the Company’s payroll system subject to applicable withholdings and other Taxes (including social security, Medicare, FUTA and any other payroll Taxes associated with any such amounts); and (ii) at the time of payment of the Aggregate Contingent Payment, direct that the transaction bonuses payable to Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx set forth in Disclosure Schedule 2.11(a)(i), plus an amount for discretionary bonuses (including the forgiveness of any loans to former or current employees) in the aggregate of up to $500,000.00 of the Aggregate Contingent Payment (if payable pursuant to Section 1.12) to be paid to current or former employees of the Company (as directed by the Sellers’ Representative in writing, in full satisfaction of any such amount in lieu of direct payment thereof to the Sellers pursuant to Section 1.12) as part of the transaction bonus that are payable by the Company in connection with the transactions contemplated by this Agreement, which amount shall be deposited with the Company and paid to the applicable recipient through the Company’s payroll system subject to applicable withholdings and other Taxes (including social security, Medicare, FUTA and any other payroll Taxes associated with any such amounts). No amounts shall be paid out of the Indemnity Escrow Account, the Regulatory Permit Escrow Account or Adjustment Escrow Account with respect to ...
Certain Post-Closing Payments. To the extent that (a) a member of the SHC Group has paid any amounts to or on behalf of one or members of the Seritage Group for purposes of funding the Deferred Maintenance and Environmental Escrow Account (as defined in the form of Loan Agreement contemplated by the Financing, the “Escrow Account”) on or prior to the Closing Date and (b) Tenant or any other member of the SHC Group shall incur out-of-pocket costs (“Reimbursable Costs”) in connection with the remediation of any of the related Deferred Maintenance and Environmental Conditions (as defined in the form of Loan Agreement contemplated by the Financing) or any such Deferred Maintenance and Environmental Conditions are otherwise remediated without exhaustion of the Escrow Account, then in either case, upon request of SHC from time to time, Seritage shall request disbursement from the Escrow Account funds sufficient to reimburse SHC for the Reimbursable Costs or the unexhausted balance of the Escrow Account; provided that SHC shall have delivered to Seritage all of the documentation required under the Loan Agreement contemplated by the Financing to obtain such disbursement.
Certain Post-Closing Payments. (a) Promptly following the Closing Date, the Seller shall cause an audit of the accounts and records of the Company at the Closing Date to be conducted as of such Closing Date, and for an actuarial evaluation of the Subject Liabilities of the Company to be performed as of such Closing Date, in accordance with the procedures specified in Section 2.02(b). Upon conclusion of the actuarial evaluation and the audit, a balance sheet of the Company at such Closing Date in the form of EXHIBIT D hereto (the "CLOSING DATE BALANCE SHEET") and a report of Seller's Accountants (the "CLOSING DATE AUDITORS' REPORT") setting forth the computation of the Closing Date Adjusted GAAP Book Value (as defined below), a tax balance sheet of the Company at such Closing Date (the "CLOSING DATE TAX BALANCE SHEET"), a computation of the Closing Date Tax Amount, a report of Seller's Accountants (the "CLOSING DATE AUDITORS' TAX REPORT") as to the application to the Closing Date Tax Balance Sheet and the Closing Date Tax Amount of the procedures referred to in Section 2.02(b)(iii)(E) and setting forth the computation of the Closing Date Tax Amount (as defined below), an Accountants Opinion with respect to the Closing Date Balance Sheet and an Actuarial Opinion as at the Closing Date shall be produced. Each of the foregoing (A) shall be produced in accordance with the procedures specified in Section 2.02(b) and (c) including, without limitation, the dispute resolution procedures therein contemplated; (B) shall be consistent with prior periods and calculations including any dispute resolution previously conducted pursuant to Section 2.02(c); and (C) shall take into account adjustments in the amounts of the assets and Liabilities of the Company having occurred between the Reference Date and the Closing Date. Notwithstanding the foregoing, (A) the CPIS Subject Liabilities recorded by the Company as at the Closing Date shall not be more than two percent (2%) less than the Seller's Actuaries' estimate for such Subject Liabilities as at the Closing Date as specified in its Actuarial Opinion as at the Closing Date and (B), after disregarding any Agreed Adjustment for the Swiss Air Loss, the Reserves for the Subject Liabilities other than the CPIS Subject Liabilities recorded by the Company as at the Closing Date shall not be more than the sum of X and Y (the "NON-CPIS MARGIN") less than the Seller's
Certain Post-Closing Payments. (a) No later than ten (10) Business Days following the end of any calendar month in which any portion of the “PIP receivable” set forth on the Final Closing Balance Sheet (as finally determined in accordance with Section 1.4) (the “PIP Receivable”) is collected by the Company Group, Buyer shall pay to Seller an amount (which amount, to the extent such portion was paid in a combination of cash and securities, shall be paid in the same combination of cash and securities, in the same proportion so received, with such securities attributed with the same value as applicable in their payment to the Company Group) equal to the product of (i) the aggregate amount of the PIP Receivable collected during the applicable calendar month reduced by the amount of any income Taxes imposed on the Buyer solely as a result of the receipt of such portion of the PIP Receivable (determined after taking into account any deduction, credit, loss or other Tax benefit realized by Buyer under Applicable Law including as a result of the payment made under this Section 1.8(a) or the write-off of any portion of the PIP Receivable) and (ii) 25%. Buyer shall provide a calculation, in reasonable detail, of any deduction for income Taxes contemplated by this Section 1.8(a).
(b) Any payment under this Section 1.8 shall be treated as an adjustment to the Purchase Price for any Tax purposes, except as otherwise required by Applicable Law.”
Certain Post-Closing Payments. The Sellers agree to reimburse Purchaser for verified costs incurred with respect to each of the Facilities indicated in the first column in the table on Section 2.11 of the Disclosure Letter in connection with the work specified for such Facility indicated in column headed “Fall 2014 Maintenance Outage Work” in the table on Section 2.11 of the Disclosure Letter in amounts for such work for such Facility up to the amounts specified in the third column in the table on Section 2.11 of the Disclosure Letter; provided that in no event shall Sellers be required to pay more than $16 million in the aggregate for all such work. Sellers shall make payment to Purchaser within thirty (30) days following receipt of invoice(s) with reasonable supporting documentation. Sellers’ sole obligation with respect to such work shall be to make the payments described in this Section 2.11. The conduct of the outages, including hiring contractors and procuring parts, shall be the sole responsibility of Purchaser.
Certain Post-Closing Payments. (a) Following the Closing, Seller shall pay to Buyer within five business days of receipt any amounts received by Seller or its Affiliates after the Closing Date relating to the ownership of the Company, or the ownership, operation or use of the Interests or other properties of the Company, that are attributable to any period after Closing, other than amounts relating to Retained Assets. In connection with Seller's normal cash management procedures, Seller maintains a lock box for its benefit and, prior to Closing, the Company's benefit to receive various payments. All amounts that are received at the lock box after Closing for the account of the Company, other than with respect to Retained Assets, will be paid by Seller to Buyer within five business days of receipt thereof by Seller. As promptly as practicable, but not later than five business days, after the Closing, Seller will provide written notice to any parties who are making payments to the lock box and who after Closing should be making such payments to Buyer or to the Company in accordance with instructions provided by Buyer, directing them to make such payments to Buyer or the Company after the Closing in accordance with such instructions.
(b) Following the Closing, Buyer shall pay to Seller within five business days of receipt any amounts received by Buyer or the Company with respect to the Retained Assets or the ownership of the Company, or the ownership, operation or use of the Interests or other properties of the Company prior to the Effective Date, other than to the extent such amounts are for payments included in Adjusted Current Assets.
Certain Post-Closing Payments. No later than 30 days following the end of a Measurement Period, to the extent a payment is otherwise due, Seller Parent or Buyer (as applicable) shall pay to the other Person by Wire Transfer an amount in cash equal to the Buyer Measurement Period Payment (in the case of a payment by Seller Parent) or the Seller Parent Measurement Period Payment (in the case of a payment by Buyer) for the Measurement Period in question; provided that this Section 1.8 shall be void and of no further force or effect and all payment obligations hereunder shall cease at such time as (a) a Client (as defined in the applicable General Account Advisory Agreement) terminates its General Account Advisory Agreement where such termination does not trigger the payment of a Purchase Price Adjustment Payment Amount or (b) the Adviser (as defined in the applicable General Account Advisory Agreement) terminates any General Account Advisory Agreement.
Certain Post-Closing Payments. (a) In the event that any of the distributions to Seller contemplated by Section 5.01(d)(i) of the Amended LLC Agreement are not made for any reason within 90 days of the event specified in clauses (A)-(G) of such Section 5.01(d)(i) that triggers the obligation to pay such distribution (each, a "PAYMENT EVENT"), then Buyer agrees to pay to Seller an amount equal to 49% of the difference between (a) the distribution specified in such Section 5.01(d)(i) with respect to such Payment Event and (b) any distribution actually made by the Company to Seller pursuant to such Section 5.01(d)(i) in respect of such Payment Event. In no event shall the sum of (a) 49% of the distributions made by the Company to Seller pursuant to Section 5.01(d)(i) of the Amended LLC Agreement and (b) the payments made by Buyer to Seller pursuant to this Section 2.03(a) exceed $17,000,000, excluding any interest paid or owed pursuant to Section 2.03(b).
(b) Any such payment shall be paid within three Business Days of the end of the 90 day period referred to in the first sentence of Section 2.03(a), by wire transfer in immediately available funds to an account designated by Seller. If any such payment is not made timely in accordance with the foregoing, then the amount of any such payment shall accrue simple interest at the rate of 12% per annum from the due date until paid. The obligation to pay interest hereunder may be satisfied by (i) Buyer paying such amount to Seller or (ii) the Company making a distribution pursuant to Section 5.01(d)(iv) of the Amended LLC Agreement in an amount equal to the amount of such interest payment divided by 0.49.
Certain Post-Closing Payments. (i) Subject to the provisions of Section 2.4(b)(ii), during the period commencing on the Closing Date and terminating on the date on which the Company has paid to Seller Earn-Out Payments pursuant to this Section 2.4(b) in an aggregate amount equal to $27,000,000 (the “Earn-Out Period”), Buyer will cause the Company to pay to Seller a per-Barrel payment of $0.25 for each Barrel of Product (the “Earn-Out Payment”) (A) for which the Company (or any of its Affiliates) received a payment in excess of $0.25 for such Barrel of Product in the prior calendar month from any Person not affiliated with the Company for delivery to, or receipt from, the Rail Terminal (without double counting) of such Barrel of Product or (B) without duplication of any amounts in the foregoing clause (A), for which the Company (or any of its Affiliates) received payment in the prior calendar month from any Person not affiliated with the Company irrespective of the failure of such Person to deliver to or receive from the Rail Terminal such Barrel of Product (for example in order to fulfill such Person’s obligation to pay a certain payment regardless of delivery or receipt of Product). This Section 2.4(b) is intended to compensate Seller through the Earn-Out Payment for each Barrel of Product moved through the Rail Terminal and for those Barrels of Product for which Company (or any of its Affiliates) receives payment where such Product is not moved through the Rail Terminal but with respect to which a fee is nevertheless paid to Company (or such Affiliate). Each Earn-Out Payment shall be paid within 30 days following the end of the applicable calendar month (or portion thereof) within the Earn-Out Period that Company received such payment. Each Earn-Out Payment shall be accompanied by a written statement setting forth in reasonable detail the Company’s good faith computation of such Earn-Out Payment (the “Earn-Out Statement”). The obligations of Buyer under this Section 2.4(b) shall apply regardless of any sale of the Company or its assets to any third party or any Affiliate of Buyer.
(ii) Each monthly Earn-Out Payment shall be adjusted (if applicable and solely during the period beginning on the Commencement Date and ending on the earlier of (i) the date that the TSA Minimum Volume Commitment is satisfied in accordance with the terms of the Terminal Services Agreement and (ii) the date that the Terminal Services Agreement is either (A) terminated or (B) amended in a manner (whether by re...
