Additional Payment Amounts. At the closing of the purchase of Units pursuant to the Call Option, in addition to the payment of the Put and Call Price to each Call Seller by the Call Purchaser, the Company shall also make the following payments in cash to each Call Seller with respect to the Call Units to be purchased from each such Call Seller pursuant to the Call Option: (i) such Call Unit’s pro rata share of the then existing Excess Available Cash at the time of the closing of the purchase of Units pursuant to the Call Option; and (ii) such Call Unit’s pro rata share of all reserves established by the Company (in accordance with GAAP or otherwise) then existing at the time of the closing of the purchase of Units pursuant to the Call Option to the extent the aggregate amount of such reserves is equal to or less than twenty percent (20%) of the Company’s EBITDA for the trailing twelve (12) months. In addition, if the reserve amounts established by the Company (in accordance with GAAP or otherwise) then existing at the time of the closing of the purchase of Units pursuant to the Call Option are in excess of twenty percent (20%) of the Company’s EBITDA for the trailing twelve (12) months (such excess reserve amounts, the “Excess Reserves”), then to the extent the Board or the Company’s auditors subsequently determine that the amount of any such Excess Reserve exceeds the amount of the obligation, liability or other contingency of the Company that was the basis for establishing the Excess Reserve (e.g., all or a portion of such Excess Reserve is reversed), then the Company shall pay the Call Sellers with respect to each Call Unit purchased pursuant to the Call Option such Call Seller’s pro rata share of the amount by which the Excess Reserves have been determined by the Board or the Company’s auditors to exceed such obligations, liabilities or other contingencies. Such payment with respect to Excess Reserve amounts shall be made within ten (10) calendar days of the date on which the Board or the Company’s auditors makes such determination that the Excess Reserve exceeded the Company’s obligations, liabilities or other contingencies to which the Excess Reserve relates. Each Call Seller’s “pro rata share” of the amounts set forth in this Section 9.7(f) shall be based on the number of outstanding 47 Common Units held by each Call Seller immediately prior to the closing of the purchase of Units pursuant to the Call Option as a percentage of the total outstanding Common Units at such time. This Section 9.7(f) shall survive any Sale of the Company.
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Sources: Limited Liability Company Agreement
Additional Payment Amounts. At the closing of the purchase of Units pursuant to the Call Option, in addition to the payment of the Put and Call Price to each Call Seller by the Call Purchaser, the Company shall also make the following payments in cash to each Call Seller with respect to the Call Units to be purchased from each such Call Seller pursuant to the Call Option: (i) such Call Unit’s pro rata share of the then existing Excess Available Cash at the time of the closing of the purchase of Units pursuant to the Call Option; and (ii) such Call Unit’s pro rata share of all reserves established by the Company (in accordance with GAAP or otherwise) then existing at the time of the closing of the purchase of Units pursuant to the Call Option to the extent the aggregate amount of such reserves is equal to or less than twenty percent (20%) of the Company’s EBITDA for the trailing twelve (12) months. In addition, if the reserve amounts established by the Company (in accordance with GAAP or otherwise) then existing at the time of the closing of the purchase of Units pursuant to the Call Option are in excess of twenty percent (20%) of the Company’s EBITDA for the trailing twelve (12) months (such excess reserve amounts, the “Excess Reserves”), then to the extent the Board or the Company’s auditors subsequently determine that the amount of any such Excess Reserve exceeds the amount of the obligation, liability or other contingency of the Company that was the basis for establishing the Excess Reserve (e.g., all or a portion of such Excess Reserve is reversed), then the Company shall pay the Call Sellers with respect to each Call Unit purchased pursuant to the Call Option such Call Seller’s pro rata share of the amount by which the Excess Reserves have been determined by the Board or the Company’s auditors to exceed such obligations, liabilities or other contingencies. Such payment with respect to Excess Reserve amounts shall be made within ten (10) calendar days of the date on which the Board or the Company’s auditors makes such determination that the Excess Reserve exceeded the Company’s obligations, liabilities or other contingencies to which the Excess Reserve relates. Each Call Seller’s “pro rata share” of the amounts set forth in this Section 9.7(f) shall be based on the number of outstanding 47 Common Units held by each Call Seller immediately prior to the closing of the purchase of Units pursuant to the Call Option as a percentage of the total outstanding Common Units at such time. This Section 9.7(f) shall survive any Sale of the Company.
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