Disbursements from Paying Account. Subject to any applicable backup withholding requirements and conditioned upon the receipt of all executed documents required by the Payments Administrator in accordance with the provisions of applicable law, the terms of this Agreement or otherwise, the Payments Administrator shall process payments (each a “Payment”) from the Paying Account to the Securityholders or to third parties as set forth in written flow of funds or disbursement instructions (containing a certificate-by-certificate breakdown of payments to Securityholders in a form acceptable to the Payments Administrator) delivered to the Payments Administrator at or prior to the Effective Date by Buyer and attached hereto as Exhibit C (the “Initial Funds Flow”) and Exhibit C-1 (the “Closing Payment Spreadsheet”). Buyer and the Representative shall deliver to the Payments Administrator a Payment Spreadsheet with payees, payment instructions, to the extent available and share quantities, if applicable, and email or physical addresses for each such payee, to the extent available, (with final Payment amounts on the Effective Date, if applicable (along with any related documentation, if any, for such payees)(the “Payment Spreadsheet”). Any subsequent Payments shall be made in accordance with written disbursement instructions delivered to the Payments Administrator by Buyer and the Representative (“Subsequent Payment Spreadsheet” and together with the Closing Payment Spreadsheet, “Payment Spreadsheet”). Buyer shall, or shall cause the Representative to, include in each Payment Spreadsheet the name of the payee, the amount to be paid, and if known, the payee’s email and physical addresses, and for any third party payees, payment instructions for such third parties. The Payment Spreadsheet must also include any additional and available information to complete required cost basis tax reporting. The Representative and its counsel shall work with the Payments Administrator to ensure the accuracy of the Payment Spreadsheet and Representative is authorized to correct any inaccuracies or inconsistencies (if any) to the Payment Spreadsheet. The Payments Administrator shall use commercially reasonable efforts to initiate payment to each Securityholder and applicable third party of its allocated amount no later than two (2) Business Days after receipt (if received by 2:00 p.m. Eastern Time on the date of receipt) of the applicable Payment Spreadsheet and all required and proper documentation (including, if applic...
Disbursements from Paying Account. With respect to each Liable Securityholder, Buyer shall include in the Payment Spreadsheet the following details, to the extent available: (a) name, (b)address, (c) mail and e-mail address, (d) telephone number, (e) identification number or passport number (and in the event of a non-Israeli passport, also the country that issued such passport) or registration number, and (f) a share certificate-by-share certificate breakdown of payments to each such Liable Securityholder. The Payments Administrator shall also be provided with respect to each recipient with (i) a duly completed and signed “Required Details Form” in the form attached hereto as Exhibit A to Schedule II; (ii) a copy of such Liable Securityholder’s ID, passport or certificate of incorporation, as applicable, and (iii) a duly executed U.S. tax form (for example, IRS Form W-8, W-9, etc.). In addition, the Payments Administrator may request from Buyer, the Company or the Liable Securityholders any other documents or information required, as determined by the Payments Administrator or its agents, to process Payments and complete applicable tax reporting or withholding to the Liable Securityholders. Subject to Section 2 below, the Payments Administrator shall promptly cause to be disbursed to each Liable Securityholder his/her/its allocated amount as set forth opposite the name of such Liable Securityholder in the Payment Spreadsheet as soon practicable, but not later than five (5) Business Days after receipt of the applicable Payment Spreadsheet, all required and proper documentation (including, the information described above and if applicable, requisite tax documentation and a duly executed and completed deed of transfer of shares, the share certificate representing the shares of Company Capital Stock (as such term is defined in Schedule II) held by such Liable Securityholder or an affidavit of loss certificate) from such payee, in form and substance reasonably satisfactory to the Buyer, the Payments Administrator and its agents, provided sufficient available final funds have been deposited into the Paying Account on such date of payment and there exist no other circumstances that would require the Payments Administrator to suspend payment to any Liable Securityholder. For the avoidance of doubt, the Payments Administrator shall in no event be responsible for processing payments that are subject to tax under Section 102 of the Israeli Income Tax Ordinance. The Payments Administrator will cause am...
