Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. (i) If the Total Consideration as finally determined pursuant to this Section 1.4 is greater than the estimated Total Consideration contained in the Estimated Closing Statement (the amount of such difference, the “Adjustment Amount”), no later than four (4) Business Days after the final Total Consideration has been determined, then Parent shall deposit or shall cause to be deposited with the Payment Agent, an amount of cash and a number of shares of Parent Class A Common Stock, for payment to such Stockholders and holders of Company Options and Company Warrants in accordance with the additional amounts that each such holder would have received had the Adjustment Amount been included in the Total Consideration at the time of Closing (such amounts, the “Adjustment Consideration”). For the avoidance of doubt, the Adjustment Consideration shall be paid fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Price). (ii) If the Total Consideration as finally determined pursuant to this Section 1.4 is less than the estimated Total Consideration contained in the Estimated Closing Statement, then Parent shall deduct from the Escrow Amount an amount in cash and stock equal to the amount of such deficit, which shall be deducted from Stockholders and holders of Company Options and Company Warrants in accordance with the amount that such holders would have not received had such deficit been reduced from the Total Consideration at the time of Closing (it being understood that such reduction shall not be in accordance with such holder’s Pro Rata Portions). For avoidance of doubt, (x) any recovery of any such deficit from the Escrow Amount shall not be subject to any of the limitations on indemnification set forth in Section 9.3 and (y) any amount deducted from the Escrow Amount shall be deducted fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Price).

Post-Closing Payments. (i) If Upon the final determination of (A) the Company Third-Party Expenses, Company Transaction Expenses and Parent Transaction Expenses, (B) the Unpaid Pre-Closing Taxes, (C) the Closing Indebtedness, (D) the Adjusted Net Equity Adjustment Amount and (E) the amount of any Excess Company Bridge Amount pursuant to this Section 1.8: (A) if the Total Consideration as calculated using the amounts finally determined pursuant to this Section 1.4 1.8 is greater than the estimated Total Consideration contained calculated using the amounts set forth in the Estimated Closing Statement (the amount of difference between such differenceamounts, the “Post-Closing Adjustment AmountExcess”), then the Company Stockholders shall be entitled to receive such Post-Closing Adjustment Excess from Parent under this Section 1.8(e); (B) if the Total Consideration calculated using the amounts set forth in the Closing Statement is less than the Total Consideration calculated using the amounts finally determined pursuant to this Section 1.8 (the difference between such amounts, the “Post-Closing Adjustment Deficit”), then Parent shall be entitled to receive such Post-Closing Adjustment Deficit from the Company Stockholders under this Section 1.8(e); and (C) if the Total Consideration calculated using the amounts set forth in the Closing Statement is equal to the Total Consideration calculated using the amounts finally determined pursuant to this Section 1.8, then no later than four payments shall be made pursuant to this Section 1.8(e). (4ii) Within five (5) Business Days after the final Total Consideration has been determineddeterminations set forth in clause (i) of this Section 1.8(e), then either (A) Parent shall shall, in the event there is a Post-Closing Adjustment Excess, deposit or shall cause to be deposited with the Payment Paying Agent, an amount by wire transfer of cash and a number of shares of Parent Class A Common Stockimmediately available funds, for payment to such Stockholders and holders of Company Options and Company Warrants in accordance with the additional amounts that each such holder would have received had the Adjustment Amount been included in the Total Consideration at the time of Closing (such amounts, the “Adjustment Consideration”). For the avoidance of doubt, the Adjustment Consideration shall be paid fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Price). (ii) If the Total Consideration as finally determined pursuant to this Section 1.4 is less than the estimated Total Consideration contained in the Estimated Closing Statement, then Parent shall deduct from the Escrow Amount an amount in cash and stock equal to the amount of such deficitPost-Closing Adjustment Excess, which shall be deducted from payable to the Company Stockholders and holders of Company Options and Company Warrants in accordance with Section 1.7; or (B) Parent and the Escrow Representative shall, in the event there is a Post-Closing Adjustment Deficit, provide a joint written instruction to the Escrow Agent to deliver an amount that such holders would have not received had such deficit been reduced in cash equal to the Post-Closing Adjustment Deficit from the Total Consideration at Escrow Fund, which shall be deemed to be deducted from the time portion of Closing (it being understood that such reduction shall not be in accordance with the Escrow Fund attributable to each Company Stockholder based on such holder’s Pro Rata Portions)Escrow Portion of the Escrow Fund. For avoidance of doubt, (x) any recovery of any such deficit from the Escrow Amount Post-Closing Adjustment Deficit shall not be subject to any of the limitations on indemnification set forth in Sections 7.3(a) or (b). (iii) Any payment made under this Section 9.3 and (y) any amount deducted from 1.8, to the Escrow Amount maximum extent permitted by applicable Law, shall be deducted fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at treated for all Tax purposes as an adjustment to the Parent Trading Price)Total Consideration.

Post-Closing Payments. (i) If the Total Adjustment Amount is zero or if Additional Merger Consideration as finally is determined pursuant to be due in accordance with this Section 1.4 is greater than the estimated Total Consideration contained in the Estimated Closing Statement 2.8, then, within five (the amount of such difference, the “Adjustment Amount”), no later than four (45) Business Days after the final Total Consideration has been determinedConclusive Date, then Parent (A) the parties shall deposit or shall cause provide a joint written instruction to be deposited with the Payment Escrow Agent to deliver promptly from the Escrow Account by wire transfer to the Paying Agent, on behalf of and as agent of the Stockholders (including, for the avoidance of doubt, the holders of Contributed Shares and Contributed Options), an amount of in cash equal to the balance in the Escrow Fund and a number of shares of (B) Parent Class A Common Stockshall deliver promptly by wire transfer to the Paying Agent an amount in cash equal to the Additional Merger Consideration, if greater than zero. The Paying Agent shall promptly pay to each Stockholder (including, for payment to such Stockholders and the avoidance of doubt, the holders of Company Options Contributed Shares and Company Warrants Contributed Options) its applicable Per Share Portion of such amounts referenced in clauses (A) and (B) above. (ii) If there is an Excess Amount determined to be due in accordance with this Section 2.8 that is less than or equal to the additional amounts that each such holder would have received had the Adjustment Amount been included balance in the Total Consideration at Escrow Fund then, within five (5) Business Days after the time of Closing (such amountsConclusive Date, the “Adjustment Consideration”parties shall provide a joint written instruction to the Escrow Agent to deliver promptly from the balance in the Escrow Fund by wire transfer (A) to Parent, the Excess Amount and (B) to the Paying Agent an amount in cash equal to, if greater than zero, (x) the balance in the Escrow Fund minus (y) the Excess Amount. The Paying Agent shall promptly pay the Per Share Portion of the amount referenced in clause (B) above to each Stockholder (including, for the avoidance of doubt, the holders of Contributed Shares and Contributed Options). (iii) If there is an Excess Amount determined to be due in accordance with this Section 2.8 that is greater than the balance in the Escrow Fund then, within five (5) Business Days after the Conclusive Date, (A) the parties shall provide a joint written instruction to the Escrow Agent to deliver promptly from the Escrow Account by wire transfer to Parent all the funds then in the Escrow Account and (B) each Stockholder (including, for the avoidance of doubt, the holders of Contributed Shares and Contributed Options) shall, with respect to each share of Company Common Stock or Option exchanged pursuant to the Merger, pay by wire transfer to Parent the Per Share Portion of (x) the Excess Amount minus (y) the amount of the Escrow Fund transferred to Parent. For the avoidance of doubt, the Adjustment Consideration respective obligations of the Stockholders (including, for the avoidance of doubt, the holders of Contributed Shares and Contributed Options) to make the payment required pursuant to the foregoing clause (B) of this Section 2.8(g)(iii) shall be paid fifty percent (50%several and not joint. Each Letter of Transmittal delivered by a Stockholder in connection with the Merger pursuant to Section 2.6(c) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Priceshall include an agreement to be bound by this Section 2.8(g)(iii). (iiiv) If The Per Share Portion of the Total Consideration as finally determined amounts, if any, payable to the Stockholders pursuant to this Section 1.4 is less than 2.8(g) shall herein be referred to as the estimated Total Consideration contained in the Estimated “Post-Closing Statement, then Parent shall deduct from the Escrow Amount an amount in cash and stock equal to the amount of such deficit, which shall be deducted from Stockholders and holders of Company Options and Company Warrants in accordance with the amount that such holders would have not received had such deficit been reduced from the Total Consideration at the time of Closing (it being understood that such reduction shall not be in accordance with such holder’s Pro Rata Portions). For avoidance of doubt, (x) any recovery of any such deficit from the Escrow Amount shall not be subject to any of the limitations on indemnification set forth in Section 9.3 and (y) any amount deducted from the Escrow Amount shall be deducted fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading PricePayment”).

Post-Closing Payments. (a) Seller may be entitled to additional payments from Buyer pursuant to the terms of this Section 2.7 in the form of shares of Buyer Stock as additional consideration for the Assets and the assumption of the Assumed Liabilities (any such additional payments, including any cash payment made in lieu of the issuance of Buyer Stock pursuant to Section 2.7(e), being referred to herein as “Post-Closing Payments”). The Closing Payment, as so adjusted by Section 2.9, together with the Escrow Amount, as so adjusted by Section 2.8, and any Post-Closing Payments, are referred to herein as the “Purchase Price”. (b) On the First Payment Date, Buyer or Buyer’s agent shall issue to Seller the First Payment Shares. Notwithstanding the foregoing, in the event that prior to the First Payment Date, one or more Key Employees cease to be employed by Buyer or its Affiliate as a result of a Bad Leaver Event (each such Key Employee, a “Bad Leaver”), then the First Payment Consideration Amount shall be reduced by an amount equal to (i) If the Total Consideration as finally determined pursuant to this Section 1.4 $6.5 million if Xxxxx Xxxxxx is greater than the estimated Total Consideration contained in the Estimated Closing Statement a Bad Leaver, (the amount of such differenceii) $13.0 million if Xxxxx Xxxxxx is a Bad Leaver, the “Adjustment Amount”)(iii) $13.0 million if Xxxxxx Xxxxxx is a Bad Leaver, no later than four and (4iv) Business Days after the final Total Consideration has been determined, then Parent shall deposit or shall cause to be deposited with the Payment Agent, an amount of cash and $0.0 million if Xxxx Xxxxxxxx is a number of shares of Parent Class A Common Stock, for payment to such Stockholders and holders of Company Options and Company Warrants in accordance with the additional amounts that each such holder would have received had the Adjustment Amount been included in the Total Consideration at the time of Closing (such amounts, the “Adjustment Consideration”)Bad Leaver. For the avoidance of doubt, if more than one Key Employee is a Bad Leaver, the Adjustment Consideration reductions shall be aggregated. Additionally, if the First Payment Date occurs on a date that is prior to the date that amounts may become payable under the TPP in respect of the First TPP Pool, then, the following adjustments shall be made in order to give effect to the intent of the parties to reduce the number of First Payment Shares issuable to Seller on the First Payment Date by the amounts that are actually paid fifty percent under the TPP in respect of the First TPP Pool (50%“First TPP Payment”): (i) in cash and fifty percent the First Payment Consideration Amount used to calculate the number of First Payment Shares issuable to Seller on the First Payment Date shall be reduced by the maximum amount that could potentially thereafter become payable under the TPP (50%inclusive of payroll taxes) in shares of Parent Class A Common Stock on its First Payment Date (valued at the Parent Trading Price“Maximum First Payment”)., (ii) If immediately following the Total First Payment Date, the First Payment Consideration Amount will be increased by such amount as finally determined pursuant results by subtracting the First TPP Payment from the Maximum First Payment (such amount, the “First TPP Forfeited Amount”), and (iii) within ten (10) business days following the First Payment Date (the “Final Settlement Date”) Buyer will issue Seller an additional number of shares of Buyer Stock with a then current fair market value equal to this Section 1.4 is less than any First TPP Forfeited Amount, as calculated using the estimated Total Consideration contained average of the market closing prices of Buyer Stock reported by Nasdaq on each of the three trading days immediately prior to such Final Settlement Date. (c) On the Second Payment Date, Buyer or Buyer’s agent shall issue to Seller the Second Payment Shares. Notwithstanding the foregoing, in the Estimated Closing Statementevent that prior to the Second Payment Date, one or more Key Employees is a Bad Leaver, then Parent the Second Payment Consideration Amount shall deduct from the Escrow Amount be reduced by an amount in cash and stock equal to the amount of such deficit(i) $6.5 million if Xxxxx Xxxxxx is a Bad Leaver, which shall be deducted from Stockholders (ii) $13.0 million if Xxxxx Xxxxxx is a Bad Leaver, (iii) $13.0 million if Xxxxxx Xxxxxx is a Bad Leaver, and holders of Company Options and Company Warrants in accordance with the amount that such holders would have not received had such deficit been reduced from the Total Consideration at the time of Closing (it being understood that such reduction shall not be in accordance with such holder’s Pro Rata Portions)iv) $0.0 million if Xxxx Xxxxxxxx is a Bad Leaver. For the avoidance of doubt, if more than one Key Employee is a Bad Leaver, the reductions shall be aggregated and be in addition to any reductions in Post-Closing Payments pursuant to Section 2.7(b). Additionally, if the Second Payment Date occurs on a date that is prior to the date that amounts may become payable under the TPP in respect of the Second TPP Pool, then, the following adjustments shall be made in order to give effect to the intent of the parties to reduce the number of Second Payment Shares issuable to Seller on the Second Payment Date by the amounts that are actually paid under the TPP in respect of the Second TPP Pool (x“Second TPP Payment”): (i) any recovery the Second Payment Consideration Amount used to calculate the number of any Second Payment Shares issuable to Seller on the Second Payment Date shall be reduced by the maximum amount that could potentially thereafter become payable under the TPP (inclusive of payroll taxes) on its Second Payment Date (the “Maximum Second Payment”), (ii) immediately following the Second Payment Date, the Second Payment Consideration Amount will be increased by such deficit amount as results by subtracting the a Second TPP Payment from the Escrow Amount Maximum Second Payment (such amount, the “Second TPP Forfeited Amount”), and (iii) within ten (10) business days following the Second Payment Date (the “Final Settlement Date”) Buyer will issue Seller an additional number of shares of Buyer Stock with a then current fair market value equal to any Second TPP Forfeited Amount, as calculated using the average of the market closing prices of Buyer Stock reported by Nasdaq on each of the three trading days immediately prior to such Final Settlement Date. (d) If one or more Key Employees cease to be employed by Buyer or its Affiliate as a result of a Good Leaver Event, such departing Key Employee shall not be subject considered a Bad Leaver. If there is a dispute as to any whether such departure is a Good Leaver Event or Bad Leaver Event, such disputes shall be resolved in accordance with Section 9.10. (e) Notwithstanding the foregoing provisions of this Section 2.7, at Buyer’s election, Buyer may pay some or all of the limitations on indemnification set forth Post-Closing Payments in Section 9.3 cash instead of Buyer Stock. (f) Following the Closing Date and (y) any amount deducted from through the Escrow Amount Second Payment Date, Buyer will operate the Business based upon the business requirements of Buyer and its Affiliates taken as a whole, as determined by Buyer in its sole discretion. Nothing in this Agreement shall be deducted fifty percent (50%) deemed to restrict in cash any manner Buyer from making, at any time during such period, changes in its sole discretion to the operations, organization, personnel, accounting practices and fifty percent (50%) other aspects of the Business, including changes or other actions that may have an impact on the achievement of the First Acceleration Event or Second Acceleration Event, and neither Seller nor any other Person shall have any right to claim any lost payments under this Agreement or other damages as a result of such changes or other actions so long as they are not made or taken in shares bad faith with the principal purpose of Parent Class A Common Stock (valued at the Parent Trading Price)reducing amounts that would otherwise be owed to Seller hereunder.

Post-Closing Payments. Post-Closing Payments of $45,000,000, in the aggregate, contemplated by Section 2.2.2(b) will be payable by Buyer to Sellers' Representative, on behalf of Sellers based on their Percentage Ownership, on and subject to the applicable terms and conditions set forth above in this Agreement, including the following terms and conditions: (a) In respect of the First Post-Closing Year, the Post-Closing Payment, if any, shall be calculated as follows: (i) If $20,000,000 shall be payable if the Total Consideration EBITDA for the First Post-Closing Year exceeds $23,128,205 (the "Maximum Target for the First Post-Closing Year"); (ii) xxxx shall be payable if the EBITDA for the First Post-Closing Year is less than $18,000,000 (the "Minimum Target for the First Post-Closing Year"); or (iii) if the EBITDA for the First Post-Closing Year is between the Minimum Target for the First Post-Closing Year and the Maximum Target for the First Post-Closing Year, the amount payable shall be the amount by which EBITDA for the First Post-Closing Year exceeds the Minimum Target for the First Post-Closing Year multiplied by 3.9. (b) In respect of the Second Post-Closing Year (together with the First Post-Closing Year, the "Adjustment Years"), the Post-Closing Payment, if any, shall be calculated as finally determined follows: (i) $20,000,000 shall be payable if the EBITDA for the Second Post-Closing Year exceeds $26,028,205 (the "Maximum Target for the Second Post-Closing Year"); (ii) xxxx shall be payable if the EBITDA for the Second Post-Closing Year is less than $20,900,000 (the "Minimum Target for the Second Post-Closing Year"); or (iii) if the EBITDA for the Second Post-Closing Year is between the Minimum Target for the Second Post-Closing Year and the Maximum Target for the Second Post-Closing Year, the amount payable shall be the amount by which EBITDA for the Second Post-Closing Year exceeds the Minimum Target for the Second Post-Closing Year multiplied by 3.9. (c) In addition to any Post-Closing Payment payable pursuant to Sections (a) and (b) of this Schedule 2.2.2(b), a Post-Closing Payment of $5,000,000 shall be payable within 60 days after the end of the first period, if any, of 12 consecutive calendar months entirely within the period commencing on January 1, 2014 and ending on December 31, 2015 (the "12-Month Period") for which the EBITDA for such 12-Month Period totaled at least $18,000,000 (the "Minimum Target" for such first 12-Month Period). (d) Notwithstanding anything herein to the contrary, (i) payment of the Post-Closing Payments will be subject to the terms and conditions of the Third Amended and Restated Business Loan and Security Agreement and (ii) any amount of the $45,000,000 in Post-Closing Payments that does not become payable under this Schedule 2.2.2(b) shall constitute a reduction in the US Purchase Price and Buyer will not be obligated to pay Sellers' Representative, on behalf of Sellers based on their Percentage Ownership, the amount of any such reduction. (e) Subject to the terms and conditions of this Schedule 2.2.2(b), each Post-Closing Payment payable hereunder shall be calculated and paid to Sellers' Representative, on behalf of Sellers based on the Percentage Ownership, within 90 days after the end of the Adjustment Year or, as the case may be, within 60 days after the end of the first 12-Month Period for which it was earned. No Post-Closing Payment shall be payable hereunder in respect of an Adjustment Year or any 12-Month Period if the EBITDA for such Adjustment Year or 12-Month Period is less than its respective Minimum Target set forth in Section (a) of this Schedule 2.2.2(b). Buyer and Buyer's Parent shall provide to Sellers' Representative, in reasonable detail, (i) within 90 days after the last day of the First Post-Closing Year, a statement of the EBITDA for the First Post-Closing Year and, if any, a statement of the Post-Closing Payment for such Adjustment Year; (ii) within 90 days after the last day of the Second Post-Closing Year, a statement of the EBITDA for the Second Post-Closing Year and, if any, of the Post-Closing Payment for such Adjustment Year; (iii) within 30 days after the end of each month during the period commencing on December 1, 2014 and ending on December 31, 2015 a statement of the EBITDA for such month, provided that the Post-Closing Payment referenced in Section (c) of this Schedule 2.2.2(b) has not been previously paid and Buyer has not notified Sellers' Representative that such Post-Closing Payment is payable in respect of a previous 12-Month Period; and (iv) within 60 days after the last day of the first 12-Month Period, if any, for which the EBITDA for such period totaled at least $18 million, a statement of the EBITDA for such period. (i) Before the 46th day after the earlier of the date a Post-Closing Payment was due or paid pursuant to this Schedule 2.2.2(b), Sellers' Representative and its advisers (1) shall have access upon prior notice and during normal business hours to the books, papers and records of the Post-Closing Payment Companies and their accountants (if any are used) relating to the calculation of the Post-Closing Payment for the preceding Adjustment Year or, in respect of Section 1.4 is greater than (c) of this Schedule 2.2.2(b), 12-Month Period and (2) may conduct at Sellers' expense an examination of any Post-Closing Payment Company's books and records in respect of the estimated Total Consideration contained calculation of the Post-Closing Payment for the preceding Adjustment Year, month or, as the case may be, 12-Month Period. (ii) Notwithstanding anything herein to the contrary, the rights of access and examination set forth in Section (f)(i) of this Schedule 2.2.2(b) shall terminate in respect of any Post-Closing Payment paid or payable pursuant to this Schedule 2.2.2 (b) on the Estimated 46th day after the earlier of the date such Post-Closing Statement Payment was due or paid pursuant to this Schedule 2.2.2(b) except to the extent a Sellers' Objection has been provided pursuant to Section (g)(i) of this Schedule 2.2.2(b) and the disagreement set forth therein has not yet been resolved. (i) The amount of or any Post-Closing Payment shall be final, binding and conclusive upon, and deemed accepted by, Sellers unless Sellers' Representative shall before the termination under Section (f) of this Schedule 2.2.2(b) of its rights of access and examination in respect of the Post-Closing Payment pursuant to Section (f)(i) of this Schedule 2.2.2(b), have notified Buyer's Parent in reasonable detail of any objections thereto, identifying the specific items involved and the dollar amount of each disagreement (the "Sellers' Objection"). After the later of (1) the 45th day after date on which Buyer's Parent has delivered its calculation of the respective EBITDA and Post-Closing Payment to Sellers' Representative and (2) the date of termination of the respective access and audit period in Section (f)(i) of this Schedule 2.2.2(b) in respect of the EBITDA and Post-Closing Payment, neither Buyer's Parent, Buyer nor Sellers' Representative may introduce additional disagreements with respect to the respective EBITDA or Post-Closing Payment or increase the amount of such differencethe disagreement, the “Adjustment Amount”), no later than four (4) Business Days after the final Total Consideration has been determined, then Parent and any item not so identified shall deposit or shall cause be deemed to be deposited with agreed to by Buyer's Parent, Buyer and Sellers' Representative and will be final, binding and conclusive upon the Payment Agent, an amount of cash and a number of shares of Parent Class A Common Stock, for payment to such Stockholders and holders of Company Options and Company Warrants in accordance with the additional amounts that each such holder would have received had the Adjustment Amount been included in the Total Consideration at the time of Closing (such amounts, the “Adjustment Consideration”). For the avoidance of doubt, the Adjustment Consideration shall be paid fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Price)Parties. (ii) If a Sellers' Objection is provided pursuant to Section (g)(i) of this Schedule 2.2.2(b), Buyer's Parent shall have 20 days to review and respond to such Sellers' Objection, and Buyer's Parent, Buyer and Sellers' Representative shall attempt to resolve the Total Consideration differences set forth in the Sellers' Objection within 20 days following receipt of the Sellers' Objection by Buyer's Parent. Disputes between Buyer's Parent and Sellers' Representative that are not resolved by them within such 20-day period shall be referred no later than such 20th day for decision to (1) the Arbiter, if any, selected pursuant to Section 2.2.4.3 and, (2) if no such Arbiter had been selected, an independent accounting firm or valuation firm of national reputation mutually acceptable to Buyer's Parent and Sellers' Representative (whether pursuant to clause (1) or (2), the "Post-Closing Payment Arbiter"), who shall act as finally determined arbitrator and determine, whether and to what extent, if any, the respective Post-Closing Payment requires adjustment, based solely on presentations by Sellers' Representative and Buyer's Parent and only with respect to the remaining differences so submitted. If Buyer's Parent and Sellers' Representative cannot agree upon the selection of the Post-Closing Payment Arbiter within five Business Days, BDO USA LLP shall serve as the Post-Closing Payment Arbiter hereunder. The Post-Closing Payment Arbiter shall deliver to Buyer's Parent and Sellers' Representative its written determination as to whether and to what extent, if any, the respective Post-Closing Payment requires adjustment no later than the 30th day after the remaining differences underlying the Sellers' Objection are referred to the Post-Closing Payment Arbiter, or such longer period of time as the Post-Closing Payment Arbiter determines is necessary. The Post-Closing Payment Arbiter's determination pursuant to this Section 1.4 is less than (g)(ii) shall be final, conclusive and binding upon the estimated Total Consideration contained Parties, absent manifest error in the Estimated factual basis or application of the relevant or controlling accounting principles. Buyer's Parent on one hand and Sellers on the other hand shall each pay 50% of the fees and expenses of the Post-Closing StatementPayment Arbiter. Buyer and Sellers' Representative shall make readily available to the Post-Closing Payment Arbiter all relevant information, then Parent shall deduct from books and records and any work papers relating to the Escrow Amount Post-Closing Payment in dispute and all other items reasonably requested by the Post-Closing Payment Arbiter. In no event may the Post-Closing Payment Arbiter's resolution of any difference be for an amount that is outside the range of Buyer's and Sellers' Representative's disagreement in cash and stock equal respect to the amount Post-Closing Payment. (iii) Each Post-Closing Payment shall become final, conclusive and binding upon the Parties upon the earliest of (1) Sellers' Representative's failure to provide a Sellers' Objection in respect of the Post-Closing Payment on or before the 45th day after the earlier of the date such deficitPost-Closing Payment was due or paid pursuant to this Schedule 2.2.2(b), which (2) the agreement between Buyer and Sellers' Representative with respect thereto, and (3) the decision by the Post-Closing Payment Arbiter with respect to any disputes under this Section (d). (h) Notwithstanding anything herein to the contrary, (1) if a Change of Control occurs during the First Post-Closing Year, the Post-Closing Payment payable in respect of the First Post-Closing Year and in respect of the Second Post-Closing Year, pursuant to Sections (a) and (b) of this Schedule 2.2.2(b) shall be deducted from Stockholders and holders of Company Options and Company Warrants in accordance with the amount that such holders would have not received had such deficit been reduced from the Total Consideration at the time of Closing (it being understood that such reduction shall not be in accordance with such holder’s Pro Rata Portions). For avoidance of doubt, (x) any recovery of any such deficit from the Escrow Amount shall not be subject to any maximum $20,000,000 for each of the limitations on indemnification set forth two Adjustment Years plus the $5,000,000 payable pursuant to Section (c) of this Schedule 2.2.2(b), or $45,000,000 in Section 9.3 the aggregate, and (y2) any amount deducted from if a Change of Control occurs during the Escrow Amount Second Post-Closing Year, the Post-Closing Payment payable pursuant to Section (b) of this Schedule 2.2.2(b) with respect to the Second Post-Closing Year shall be deducted fifty percent (50%the $20,000,000 maximum payment, and in either event the required Post-Closing Payment(s) shall be paid within 10 Business Days after the date on which the Change of Control occurs. Upon making the applicable Post-Closing Payments referenced in the immediately preceding sentence, all of Buyer's obligations under Section 2.2.2(b) and this Schedule 2.2.2(b) in cash respect of Post-Closing Payments shall terminate and fifty percent be null and void. (50%i) in shares For all purposes of Parent Class A Common Stock (valued at the Parent Trading Price).this Schedule 2.2.2(b):