Common use of Payment of Post-Closing Payments Clause in Contracts

Payment of Post-Closing Payments. (i) Within fifteen (15) days following the completion of financial statements of the Company for the Earn-out Period, which shall be no later than March 31, 2022, subject to any extension of time pursuant to Section 2.12(g) or otherwise, Parent shall prepare and deliver to Representative a statement (the “Interim Earn-out Statement”), setting forth Parent’s calculation of EBITDA for the Earn-out Period, together with reasonable supporting detail and documentation. (ii) Representative shall have thirty (30) days following receipt of the Interim Earn-out Statement (the “Earn-out Review Period”) to review the Interim Earn-out Statement. If Representative disputes the calculation of EBITDA for the Earn-out Period set forth in the Interim Earn-out Statement, Representative shall deliver, prior to the expiration of the Earn-out Review Period, written notice to Parent setting forth any objection of Representative to such Interim Earn-out Statement (an “Earn-out Statement of Objections”). If Representative does not deliver an Earn-out Statement of Objections to Parent prior to the expiration of the Earn-out Review Period, then the Interim Earn-out Statement prepared and delivered by Parent shall be deemed to be the “Final Earn-out Statement.” (iii) If the Sellers deliver an Earn-out Statement of Objections prior to the expiration of an applicable Earn-out Review Period, then Parent and the Sellers shall negotiate to resolve the objections for such Earn-out Period of the Sellers specified therein during the thirty (30) day period following the receipt by Parent of the Earn-out Statement of Objections (the “Earn-out Consultation Period”). If the Sellers and Parent reach an agreement as to all such objection(s) within the Earn-out Consultation Period for such Earn-out Period, then the Interim Earn-out Statement for that period shall be revised to reflect such agreement and shall be deemed final for such period. If the Sellers and Parent are unable to reach an agreement as to all such objection(s) within the Earn-out Consultation Period, then any such objections which remain in dispute for such Earn-out Period shall be submitted to the final and binding determination of the Neutral Accountant, whose determination shall be made in accordance with the provisions of Section 2.11(b) hereof within twenty (20) days of the engagement of such Neutral Accountant. (iv) The Post-Closing Payments, if any, other than those Post-Closing Payments related to the receipt of Grant Funds by the Company (which shall be paid in cash pursuant to Section 2.12(c)), will be due and payable by the Parent in Parent Shares within ten (10) Business Days of the final determination of the Earn-out Payment hereunder as follows: (x) first, Parent Shares representing 3% of the Earn-out Payment will be paid as set forth in Schedule 2.2(d)(iv); and (y) then, to Sellers in accordance with their Pro Rata Share. The Post-Closing Payments, if any, will be paid in compliance with applicable Law and the rules and policies of any applicable stock exchange.