Retention Payment Allocation Sample Clauses

Retention Payment Allocation. U.S. Purchaser shall take all necessary and appropriate actions so that U.S. Purchaser (or an Affiliate of U.S. Purchaser following Closing) shall pay to each applicable Employee the portion of any Retention Payment (and any employer payroll taxes imposed on U.S. Purchaser or its Affiliates in connection with such payment) that becomes payable because such Employee remains employed on a 2nd Retention Date (as defined in the applicable agreement identified on Schedule 4.23(k)) occurring after the Closing Date, equal to the total amount of such Retention Payment multiplied by a fraction, the numerator of which is the number of days between the Closing Date and the 2nd Retention Date and the denominator of which is the total number of days from the date of the agreement providing for such Retention Payment and the 2nd Retention Date. U.S. Seller shall pay (or cause an Affiliate of U.S. Seller to pay) the balance of each such Retention Payment and taxes and, for the avoidance of doubt, all Retention Payments that become payable because such Employee remains employed on a 1st Retention Date (as defined in the applicable agreement) or a 2nd Retention Date (as defined in such agreement) that occurs on or prior to the Closing Date. The term “Retention Payment” shall mean any retention payment provided in any agreement identified on Schedule 4.23(k). The provisions of this Section 9.9 shall not be construed to relieve a party of any contractual obligation to pay any Retention Payment and U.S. Seller and U.S. Purchaser hereby agree to coordinate in the making of such payments and to make or cause such payment to be made in accordance with the agreement providing for such payment; provided, however, that if U.S. Seller or U.S. Purchaser (or an Affiliate of either party following the Closing) pays a portion of any Retention Payment and such taxes allocated to the other party under this Section 9.9, the paying party shall be entitled to reimbursement of such portion of the Retention Payment and such taxes within ten (10) business days of notifying the other party of the making of such payment.