Common use of Payments to Members Clause in Contracts

Payments to Members. As set forth in Section 3.2 and Section 3.3, Seller may, at its option, direct that any payment by Buyer or issuance by Parent (including by release of Indemnity Escrow Shares pursuant to the Escrow Agreement) be made instead to the Members in accordance with their respective Pro Rata Percentages. Any such direction must be made in a written notice by Seller and each Member and delivered to Buyer at least five (5) Business Days prior to the applicable date of payment or issuance. Any such payment by Buyer or issuance by Parent will be deemed for all purposes, including Tax purposes, made to Seller and distributed by Seller to the Members, including for determining whether Seller has been paid in full as contemplated in Section 3.2 and Section 3.3, and is being made or issued to the Members for administrative convenience of Seller and the Members.

Payments to Members. (a). As set forth in Section 3.2 and Section 3.3, Seller may, at its option, direct that any payment by Buyer or issuance by Parent (including by release of Indemnity Escrow Shares pursuant to the Escrow Agreement) be made instead to the Members in accordance with their respective Pro Rata Percentages. Any such direction must be made in a written notice by Seller and each Member and delivered to Buyer at least five (5) Business Days prior to the applicable date of payment or issuance. Any such payment by Buyer or issuance by Parent will be deemed for all purposes, including Tax purposes, made to Seller and distributed by Seller to the Members, including for determining whether Seller has been paid in full as contemplated in Section 3.2 and Section 3.3, and is being made or issued to the Members for administrative convenience of Seller and the Members.