Damages Payments Sample Clauses
Damages Payments. Notwithstanding the foregoing, Acquiror may not ---------------- receive any compensation for damages unless and until a certificate signed by an officer of Acquiror (an "Officer's Certificate") identifying Damages has been --------------------- delivered to the Escrow Agent (or to the Stockholder's Representative if following the Escrow Period), in which case Acquiror shall receive Escrow Shares (or cash if following the termination of the Escrow Period) equal in value to the full amount of such Damages without deduction. For purposes hereof, the value of the Escrow Shares shall be the average closing price of the Acquiror's Common Stock shares (as quoted on NASDAQ as reported in The Wall Street Journal) for the ten trading days immediately prior to the date any claim by an Indemnified Party is paid. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Acquiror shall be disregarded.
Damages Payments. Within thirty (30) days of the Trigger Date, payment to the Settling Plaintiffs totaling Two Hundred Ninety-Six Thousand Seventy-Seven and 38/100 United States Dollars ($296,077.38) (“Damages Payment”), constituting the payments of the specified amounts to each Settling Plaintiff as described in the Schedule of Payments. Defendants will make such payments by checks made payable to each Settling Plaintiff. Each Settling Plaintiff shall receive two (2) checks as set forth in the Schedule of Payments: one (1) for unpaid overtime pay and a second check for liquidated damages. With respect to liquidated damage payments, B&A shall issue an IRS Form 1099 to each Settling Plaintiff and deduct no taxes; with respect to the overtime payments designated as wages, B&A may deduct appropriate taxes, other required deductions and withholdings therefrom and shall be responsible for payment of any employer-side payroll taxes on such amounts.