Common use of VAT Payments Clause in Contracts

VAT Payments. Make any payments arising from, or in connection with, any VAT Liability (i) that was accrued prior to July 1, 2008, (ii) that is past due or (iii) that relates to any activities of Various, Inc. or its Subsidiaries prior to July 1, 2008, including in each case fees and penalties relating thereto, (A) in excess of $10,000,000 (inclusive of all such payments made prior to the Second Amendment Effective Date) in aggregate through the third Fiscal Quarter of 2010 or (B) in excess of $10,000,000 in aggregate from the fourth Fiscal Quarter of 2010 through June 30, 2011; provided that the payments permitted under the immediately preceding clause (A) shall in no event be paid with cash of the Obligors other than cash reimbursed with proceeds from the Working Capital Escrow Amount (as defined in the Various Acquisition Agreement) attributable to the VAT Liability (or for payments made prior to the Second Amendment Effective Date, reimbursed from the Working Capital Escrow Amount).” (w) Section 7.03(c) of the SSA is hereby amended in its entirety to read as follows:

VAT Payments. Make any payments arising from, or in connection with, any VAT Liability (i) that was accrued prior to July 1, 2008, (ii) that is past due or (iii) that relates to any activities of Various, Inc. or its Subsidiaries prior to July 1, 2008, including in each case fees and penalties relating thereto, (A) in excess of $10,000,000 (inclusive of all such payments made prior to the Second Amendment Effective Date) in aggregate through the third Fiscal Quarter of 2010 or (B) in excess of $10,000,000 in aggregate from the fourth Fiscal Quarter of 2010 through June 30, 2011; provided that the payments permitted under the immediately preceding clause (A) shall in no event be paid with cash of the Obligors other than cash reimbursed with proceeds from the Working Capital Escrow Amount (as defined in the Various Acquisition Agreement) attributable to the VAT Liability (or for payments made prior to the Second Amendment Effective Date, reimbursed from the Working Capital Escrow Amount).” (w) Section 7.03(c) of the SSA is hereby amended in its entirety to read as follows:

VAT Payments. Make any payments arising from, or in connection with, any VAT Liability (i) that was accrued prior to July 1, 2008, (ii) that is past due or (iii) that relates to any activities of Various, Inc. or its Subsidiaries prior to July 1, 2008, including in each case fees and penalties relating thereto, (A) in excess of $10,000,000 (inclusive of all such payments made prior to the Second Amendment Effective Date) in aggregate through the third Fiscal Quarter of 2010 or (B) in excess of $10,000,000 in aggregate from the fourth Fiscal Quarter of 2010 through June 30, 2011; provided that the payments permitted under the immediately preceding clause (A) shall in no event be paid with cash of the Obligors other than cash reimbursed with proceeds from the Working Capital Escrow Amount (as defined in the Various Acquisition Agreement) attributable to the VAT Liability (or for payments made prior to the Second Amendment Effective Date, reimbursed from the Working Capital Escrow Amount).” (wz) Section 7.03(c) of the SSA SPA is hereby amended in its entirety to read as follows: