Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. (a) Subject to Section 12.1, on the Post-Closing Payment Date, Buyer shall pay or cause to be paid to Seller, in immediately available funds to an account designated by Seller, the amount of $8,000,000, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, the Holdback, plus (4) an amount equal to ten percent (10%) of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada plus 2% (calculated daily).

Post-Closing Payments. (a) Subject On each of the first three anniversaries of the Closing, the Buyer shall pay to Section 12.1Xxxxxxxxx an amount equal to $10 million (each, a “ Post-Closing Payment”), for an aggregate amount equal to $30 million, by wire transfer of immediately available funds to accounts and in accordance with allocations as notified by the Sellers to the Buyer no later than the second Business Day before the applicable payment date and (b) on each of the first five anniversaries of the Closing, the Sellers shall deliver to and for the benefit of the Buyer a straight, irrevocable documentary letter of credit in the principal amount of $10 million issued by any money center bank reasonably acceptable to the Buyer, in form and substance reasonably acceptable to the Buyer (each, a “ Post-Closing Letter of Credit”), for an aggregate principal amount equal to $50 million. In lieu of the foregoing, at the reasonable request of the Sellers, on each of the first, second, and third anniversaries of the Closing the Buyer shall deliver a Post-Closing Payment Dateto the Escrow Account, Buyer and on each of the fourth and fifth anniversary of Closing the Sellers shall pay $10 million to the Escrow Account. Notwithstanding the foregoing, a Post-Closing Letter of Credit or cause the Sellers’ obligation to pay $10 million to the Escrow Account will be paid to Seller, in immediately available funds to an account designated by Seller, required on the fifth anniversary of the Closing only if there are any outstanding Claims seeking indemnification on such date and the principal amount of such Post-Closing Letter of Credit or the amount of $8,000,000such payment by the Sellers to be delivered to the Escrow Account will be determined in accordance with the proviso in Section 9.10(b) (Letter of Credit). Upon receipt of each Post-Closing Payment, plus (1) Xxxxxxxxx shall execute and deliver to the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become Buyer a Final Claim as of the receipt for such Post-Closing Payment. If any Post-Closing Payment Date, is not paid when due and the Holdback, plus (4) an amount equal to ten percent (10%) corresponding Post-Closing Letter of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and interest Credit has been delivered to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment DateBuyer when due, (ii) deliver any such Unsold Inventory to Seller within 90 days following the overdue Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from annually at the Post Closing Payment Date until full satisfaction Prime Rate (as listed in the Money Rates Table in The Wall Street Journal as of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada due date) plus 2% (calculated daily)%, compounded quarterly, from such due date until paid.

Post-Closing Payments. (a) Subject to Section 12.1, on Within ten business days after the Post---------------------- Closing Payment Date, Buyer shall pay deliver to Seller (a) a schedule setting forth, as of the Closing, (i) the aggregate cash balance of each Transferred Subsidiary, (ii) all outstanding checks, drafts, overdrafts or cause similar known charges payable from such cash balance, (iii) all checks or similar amounts received prior to be paid the Closing but not yet reflected in such cash balance, and (iv) the aggregate cash balance of each Transferred Subsidiary, after subtracting the amounts specified in clause (ii) and adding the amounts specified in clause (iii) (such amount, aggregated for the Transferred Subsidiaries collectively, the "Seller Receivable Amount"), and (b) a schedule setting forth the aggregate amount due to Buyer from Seller pursuant to Schedule 9.4(m) to the Asset Purchase Agreement plus the sum of U.S. $1,000,000 as consideration for the reclassification of the PeerLogic assets described in Section 8 hereof as Excluded Assets for all purposes of the Asset Purchase Agreement (collectively, the "Buyer Receivable Amount"). Within two business days after the delivery to Seller of the schedules referred to in the immediately preceding sentence, (x) Buyer will deliver to Seller, in by wire transfer of immediately available funds to an account designated by SellerSeller for such purpose, the amount of $8,000,000, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, the Holdback, plus (4) cash in an amount equal to ten percent the amount by which the Seller Receivable Amount exceeds the Buyer Receivable Amount, or (10%y) Seller will deliver to Buyer, by wire transfer of immediately available funds to an account designated by Buyer for such purpose, cash in an amount equal to the amount by which the Buyer Receivable Amount exceeds the Seller Receivable Amount, as applicable. Within 30 days after the Closing Date, Buyer shall deliver to Seller, or otherwise make available to Seller and its representatives, Buyer's work papers (and such other substantiating documentation as Seller may reasonably request) supporting Buyer's computation of the sum Seller Receivable Amount. Seller will have 30 days after delivery by Buyer of its work papers and other substantiating documentation to notify Seller that it disagrees with or disputes Buyer's computation of the Unsold Inventory and Delinquent Accounts Seller Receivable (Amount. If Seller fails to so notify Buyer within such amount in this clause (4)30 day time period, the "Sludge Amount"), minus (5) one-half Seller Receivable Amount set forth on the schedule delivered pursuant to the first sentence of this Section 7 will be final and binding on the parties. If Seller notifies Buyer within such 30 day time period that it disagrees with or disputes Buyer's computation of the Seller Receivable Amount, Seller and Buyer will commence to negotiate in good faith a resolution of such dispute. If the parties are unable to reach agreement within 15 days after the notice of objection is given, the dispute shall be referred for resolution by an independent "Big 6" accounting firm mutually agreed upon by the parties, whose determination shall be final and binding on the parties. The fees and expenses of such "Big 6" accounting firm shall be borne equally by the Independent Accountant paid pursuant to Section 3.5(dparties. Within five business days following resolution of any dispute (whether by a "Big 6" accounting firm or otherwise), minus (6) Buyer will promptly deliver to Seller, or Seller will promptly deliver to Buyer, by wire transfer of immediately available funds to an account designated by the filing fees contemplated by Section 8.16recipient for such purpose, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half additional amounts in respect of the fees and expenses of the Auditors; provided, however matters provided for in this Section 7 that are determined to be due to Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause as the Company to (i) assign all rights, title and interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada plus 2% (calculated daily)case may be.

Post-Closing Payments. (ai) Subject to Section 12.1, on After the Post-Closing Payment Date, Buyer Parent shall pay or cause to be paid to Sellereach Stockholder that delivered a completed and duly executed letter of transmittal substantially in the form attached hereto as Exhibit D, in immediately available funds and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, a “Letter of Transmittal”) and all applicable Certificates for cancellation (or an account designated affidavit of lost Certificate as contemplated by Seller, Section 2.9(g)) to Parent on or prior to the amount of $8,000,000, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, with respect to each such Stockholder holding Outstanding Common Shares, (A) as soon as possible following the HoldbackClosing and in any event not later than the second (2nd) Business Day after the Closing Date, plus such Stockholder’s applicable Closing Cash Consideration and (4B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, such Stockholder’s applicable Closing Stock Consideration (validly issued, fully paid and nonassessable and free of any Liens other than restrictions on transfer under applicable state and federal securities laws) and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in an amount equal to ten percent the product of (10%A) such fraction and (B) the Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the sum Initial Deemed Stock Value, Parent shall have the right to substitute for the Closing Stock Consideration (and any cash in lieu of the Unsold Inventory and Delinquent Accounts Receivable (such amount fractional shares) cash in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f)(x) such Stockholder’s Applicable Share Amount multiplied by 0.225, minus reduced by (8) one-half y) such Stockholder’s Applicable Percentage of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to the U.S. prime rate of the Royal Bank of Canada plus 2% (calculated daily)Escrow Amount.

Post-Closing Payments. (a) Subject If (i) Seller is debited by MasterCard after the Cut-Off Time for a chargeback in respect of which Seller provided a Cardholder a credit on an Account prior to Section 12.1the Cut-Off Time, or (ii) a check from a Cardholder in payment of amounts owed on an Account, which was credited to such Account prior to the PostCut-Closing Payment Off Time, is returned unpaid by the drawee after the Cut-Off Time, or (iii) Purchaser provides a credit on an Account with respect to Unauthorized Use of an Account prior to the Cut-Off Time, (iv) Purchaser provides a credit on an Account in connection with a transaction posted before the Cut-Off Time as a result of rights asserted by the Cardholder under 12 CFR ss.226.12(c) or 12 CFR ss.226.13(d), then an adjustment to the Purchase Price shall be made in favor of Seller (in the case of clause (i) or (ii)), Purchaser (in the case of clause (iii) or (iv)) in the amount of 44% of such chargeback, check or credit or adjustment (as the case may be). The party with knowledge of the facts relating to such Accounts or amounts shall provide to the other party written notice and supporting documentation (to the extent available to such party) as promptly as practicable after discovery such facts. On the Settlement Date, Buyer or if such notice and supporting documentation is received by such party after the fourth Business Day before the Settlement Date, within five (5) Business Days after receipt of said notice, Seller or Purchaser, as the case may be, shall pay or cause to be paid to Sellerreimburse the other party, in immediately available funds to an account designated by Sellerfunds, for the amount of $8,000,000said adjustment, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, the Holdback, plus (4) an amount equal to ten percent (10%) of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and together with interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- reimbursed amount computed from and including the Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following Date through and excluding the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction date of such payment obligation reimbursements at an interest rate equal to the U.S. prime rate Federal Funds Rate divided by 360 for each day during such period. Notwithstanding the foregoing, the parties agree that this SECTION 3.7 shall be implemented fairly and equitably so as to avoid the double payment or failure to pay any amount which would result in the unjust enrichment of any party pursuant to the Royal Bank of Canada plus 2% (calculated daily)terms hereof.

Post-Closing Payments. (a) Subject If (i) Seller is debited by MasterCard after the Cut-Off Time for a chargeback in respect of which Seller provided a Cardholder a credit on an Account prior to Section 12.1the Cut-Off Time, or (ii) a check from a Cardholder in payment of amounts owed on an Account, which was credited to such Account prior to the PostCut-Closing Payment Off Time, is returned unpaid by the drawee after the Cut-Off Time, or (iii) Purchaser provides a credit on an Account with respect to Unauthorized Use of an Account prior to the Cut-Off Time, or (iv) Purchaser provides a credit on an Account in connection with a transaction posted before the Cut-Off Time as a result of rights asserted by the Cardholder under 12 CFR ss.226.12(c) or 12 CFR ss.226.13(d), then an adjustment to the Purchase Price shall be made in favor of Seller (in the case of clause (i) or (ii)) and Purchaser (in the case of clause (iii) or (iv)) in the amount of 42.5% of such chargeback, check or credit (as the case may be), . The party with knowledge of the facts relating to such Accounts or amounts shall provide to the other party written notice and supporting documentation (to the extent available to such party) as promptly as practicable after discovery such facts. On the Settlement Date, Buyer or if such notice and supporting documentation is received by such party after the fourth Business Day before the Settlement Date, within five (5) Business Days after receipt of said notice, Seller or Purchaser, as the case may be, shall pay or cause to be paid to Sellerreimburse the other party, in immediately available funds to an account designated by Sellerfunds, for the amount of $8,000,000said adjustment, plus (1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, the Holdback, plus (4) an amount equal to ten percent (10%) of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) assign all rights, title and together with interest to the applicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- reimbursed amount computed from and including the Closing Payment Date, (ii) deliver any such Unsold Inventory to Seller within 90 days following Date through and excluding the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction date of such payment obligation reimbursements at an interest rate equal to the U.S. prime rate Federal Funds Rate divided by 360 for each day during such period. Notwithstanding the foregoing, the parties agree that this SECTION 3.7 shall be implemented fairly and equitably so as to avoid the double payment or failure to pay any amount which would result in the unjust enrichment of any party pursuant to the Royal Bank of Canada plus 2% (calculated daily)terms hereof.