Rollover Matters. (a) In connection with the Rollover Contribution, Blocker Seller and the Company shall reasonably cooperate with Buyer, Merger Sub and the Rollover Sellers to the extent necessary to permit and effect the contribution of the Rollover Units by the Rollover Sellers to Buyer prior to the Closing; provided that under no circumstance shall the failure of any Rollover Seller to contribute its Rollover Units to Buyer prior to Closing be considered in determining whether the conditions set forth in Article 8 have been satisfied, nor shall any such failure otherwise affect Buyer’s obligations to consummate the transactions contemplated by this Agreement.
Rollover Matters. Pursuant to Section 2.2(iii), the Adjusted Purchase Price includes the Deferred Cash Payments payable by Buyer in accordance with the terms of the Rollover Agreements. In consideration thereof, on the date hereof, the members of TOPS Holdings have delivered to Buyer Amendment No. 3 to the Second Amended and Restated Limited Liability Company Agreement of TOPS Holdings, which provides for a distribution to each Participant of the rights to an amount of the Deferred Cash Payments that is equal to his or her Participant Rollover Amount as defined in and set forth in his or her Rollover Agreement. Pursuant to the Rollover Agreements, Buyer shall pay the Deferred Cash Payments directly to the Participants (in each case to such account as may be specified by them) in accordance with the terms of the Rollover Agreements. Further pursuant to the Rollover Agreements, in the event a Participant forfeits his or her rights to any portion of his or her Participant Rollover Amount pursuant to the terms of his or her Rollover Agreement, Buyer will retain the corresponding amount of the Deferred Cash Payments and will not have an obligation to pay such amount to Sellers or to any other Person.
