Common use of Third Cash Payment Clause in Contracts

Third Cash Payment. On the date that is six (6) months after the Second Cash Payment Date (the “Third Cash Payment Date”), Parent shall pay, or cause to be paid, to the Company Members, their respective Pro Rata Share of an aggregate amount of cash equal to $2,500,000 (the “Third Cash Payment Amount”) pursuant to the instructions and allocations provided by the Representative pursuant to an updated Spreadsheet; provided that any Key Employee who is not employed by Parent or an Affiliate of Parent (including, for greater certainty, the Company and its Subsidiaries) through the Third Cash Payment Date shall forfeit his or her applicable portion of the Third Cash Payment Amount, and such allocable portion shall be retained by Parent; provided, further, that if prior to the Third Cash Payment Date such Key Employee (i) is terminated by Parent without Cause, (ii) sustains a permanent or temporary disability or (iii) dies, then, for the purposes of this Section 5(f), such Key Employee shall be deemed to be employed by Parent as of the Third Cash Payment Date; provided, further, that in the event that the Third Cash Payment Date is a date prior to the Expiration Date, then Parent shall hold back the Holdback Cash from the Third Cash Payment Amount payable to the holders of Company Interests pursuant to this Section 5(f).

Third Cash Payment. On the date that is six (6) months after the Second Cash Payment Date (the “Third Cash Payment Date”), Parent shall pay, or cause to be paid, to the Company Members, their respective Pro Rata Share of an aggregate amount of cash equal to $2,500,000 (the “Third Cash Payment Amount”) pursuant to the instructions and allocations provided by the Representative pursuant to an updated Spreadsheet; provided that any Key Employee who is not employed by Parent or an Affiliate of Parent (including, for greater certainty, the Company and its Subsidiaries) through the Third Cash Payment Date shall forfeit his or her applicable portion of the Third Cash Payment Amount, and such allocable portion shall be retained by Parent; provided, further, that that, if prior to the Third Cash Payment Date such Key Employee (i) is terminated by Parent without Cause, (ii) sustains a permanent or temporary disability or (iii) dies, then, for the purposes of this Section 5(f)2.6, such Key Employee shall be deemed to be employed by Parent as of the Third Cash Payment Date; provided, further, that in the event that the Third Cash Payment Date is a date prior to the Expiration Date, then Parent shall hold back the Holdback Cash from the Third Cash Payment Amount payable to the holders of Company Interests pursuant to this Section 5(f)2.6.