Common use of Indebtedness and Transaction Expenses Clause in Contracts

Indebtedness and Transaction Expenses. At Closing, the Purchaser shall also make the following payments: (a) The Purchaser shall pay, on behalf of the Corporation and, to the extent applicable, the other members of the Group, that portion of the Indebtedness payable to the Paid-Out Creditor thereof (which amount shall be the amount set forth in the applicable Pay-Out Letter) in immediately available funds in such manner as directed by such Paid-Out Creditor and, subsequent to Closing, the Corporation shall, as consideration, issue shares in the capital of the Corporation to the Purchaser equal to the fair market value of such payments immediately following the acquisition of the Purchased Securities hereunder; (b) The Purchaser shall pay, as per Vendors’ Delegate instructions, on behalf of the Vendors, the Estimated Closing Transaction Expenses (other than the Transaction Bonuses) pursuant to those wire transfer instructions provided by the Vendors’ Delegate. (c) The Purchaser shall pay, or cause to be paid, as per Vendors’ Delegate instructions, on behalf of the Vendors, the Transaction Bonuses to the account of the Corporation in accordance with those wire transfer instructions provided by the Vendors’ Delegate, and, in turn, the Corporation shall pay or cause such amounts to be paid: (A) to the recipients and in the amounts set forth in bonus payment instruction letter provided to Purchaser and the Corporation by the Vendors’ Delegate, and (B) to each Tax Authority the applicable amount payable to such Tax Authority in satisfaction of the employee Tax withholding obligations attributable to the Transaction Bonuses and the employer portion of any payroll or employment Taxes arising from, or due and payable with respect to the Transaction Bonuses (and for greater certainty, all such amounts so paid shall under this Section 2.5.3(c) shall be included in Transaction Expenses or purposes of calculating the Aggregate Purchase Price under Section 2.2 hereof).

Indebtedness and Transaction Expenses. At Closing, the Purchaser shall also make the following payments: (a) The Purchaser shall payParties hereto agree that, upon the Closing, and pursuant to Section 1.4(a)(vii), the Indebtedness set forth on the Company Indebtedness Certificate will be fully repaid by Acquiror on behalf of the Corporation andCompany. In order to facilitate such repayment, the Company shall provide to Acquiror at least five calendar days prior to the extent Closing (i) the Company Indebtedness Certificate and (ii) the payoff letters for such Indebtedness (together with all related documents and instruments, the “Payoff Documents”), which payoff letters shall be in a form reasonably satisfactory to Acquiror and shall indicate that such lenders have agreed to, if applicable, the other members upon receipt of the Groupamounts indicated in such payoff letters, that portion immediately release all Encumbrances relating to the assets and properties of the Indebtedness payable to the Paid-Out Creditor thereof (which amount shall be the amount set forth in the applicable Pay-Out Letter) in immediately available funds in such manner as directed by such Paid-Out Creditor and, subsequent to Closing, the Corporation shall, as consideration, issue shares in the capital of the Corporation to the Purchaser equal to the fair market value of such payments immediately following the acquisition of the Purchased Securities hereunder;Company and return all possessory and original collateral. (b) The Purchaser shall payParties hereto agree that, as per Vendors’ Delegate instructionsupon the Closing, and pursuant to Section 1.4(a)(viii), all of the Transaction Expenses set forth on the Closing Expenses Certificate will be fully paid by Acquiror on behalf of the VendorsCompany. In order to facilitate such payment, the Estimated Company shall provide at least five calendar days prior to the Closing, (i) the Closing Transaction Expenses Certificate and (other than the Transaction Bonusesii) pursuant to those wire transfer instructions provided by for the Vendors’ Delegate. (c) The Purchaser shall pay, or cause to be paid, as per Vendors’ Delegate instructions, on behalf of the Vendors, the Transaction Bonuses to the account of the Corporation in accordance with those wire transfer instructions provided by the Vendors’ Delegate, and, in turn, the Corporation shall pay or cause such amounts to be paid: (A) to the recipients and in the amounts set forth in bonus payment instruction letter provided to Purchaser and the Corporation by the Vendors’ Delegate, and (B) to each Tax Authority the applicable amount payable to such Tax Authority in satisfaction of the employee Tax withholding obligations attributable to the such Transaction Bonuses and the employer portion of any payroll or employment Taxes arising from, or due and payable with respect to the Transaction Bonuses (and for greater certainty, all such amounts so paid shall under this Section 2.5.3(c) shall be included in Transaction Expenses or purposes of calculating the Aggregate Purchase Price under Section 2.2 hereof)Expenses.

Indebtedness and Transaction Expenses. At Closing, the Purchaser shall also make the following payments: (a) The Purchaser shall payParties hereto agree that, upon the Closing, and pursuant to Section 1.4(a)(xi), the Indebtedness set forth on the Company Indebtedness Certificate will be fully repaid by Acquiror on behalf of the Corporation andCompany. In order to facilitate such repayment, the Company shall provide to Acquiror at least five calendar days prior to the extent Closing (i) the Company Indebtedness Certificate and (ii) the payoff letters for such Indebtedness (together with all related documents and instruments, the “Payoff Documents”), which payoff letters shall be in a form reasonably satisfactory to Acquiror and shall indicate that such lenders have agreed to, if applicable, the other members upon receipt of the Groupamounts indicated in such payoff letters, that portion immediately release all Encumbrances relating to the assets and properties of the Indebtedness payable to the Paid-Out Creditor thereof (which amount shall be the amount set forth in the applicable Pay-Out Letter) in immediately available funds in such manner as directed by such Paid-Out Creditor and, subsequent to Closing, the Corporation shall, as consideration, issue shares in the capital of the Corporation to the Purchaser equal to the fair market value of such payments immediately following the acquisition of the Purchased Securities hereunder;Company and return all possessory and original collateral. (b) The Purchaser shall payParties hereto agree that, as per Vendors’ Delegate instructionsupon the Closing, and pursuant to Section 1.4(a)(vi), all of the Transaction Expenses set forth on the Closing Expenses Certificate, but not to exceed One Hundred Thousand Dollars ($100,000.00), will be fully paid by Acquiror on behalf of the VendorsCompany; provided that any amounts that constitute compensation to employees for U.S. federal income Tax purposes shall be made to the Company for payment through its payroll. In order to facilitate such payment, the Estimated Company shall provide at least five calendar days prior to the Closing, (i) the Closing Transaction Expenses Certificate and (other than the Transaction Bonusesii) pursuant to those wire transfer instructions provided by for the Vendors’ Delegatesatisfaction of such Transaction Expenses. (c) The Purchaser Company shall pay, or cause be liable to be paid, as per Vendors’ Delegate instructions, on behalf pay all Transaction Expenses in excess of $100,000.00. The delivery by the Company of money pursuant to Section 1.4(b)(xii) at Closing shall not relieve Company of the Vendors, the Transaction Bonuses obligation to the account of the Corporation in accordance with those wire transfer instructions provided by the Vendors’ Delegate, and, in turn, the Corporation shall pay or cause such amounts to be paid: (A) to the recipients and perform its obligations in the amounts set forth in bonus payment instruction letter provided to Purchaser and immediately preceding sentence should the Corporation by the Vendors’ Delegate, and (B) to each Tax Authority the applicable amount payable to such Tax Authority in satisfaction of the employee Tax withholding obligations attributable to the Transaction Bonuses and the employer portion of any payroll or employment Taxes arising from, or due and payable with respect to the Transaction Bonuses (and for greater certainty, all such amounts so paid shall under this Section 2.5.3(c) shall Closing Expenses Certificate be included in Transaction Expenses or purposes of calculating the Aggregate Purchase Price under Section 2.2 hereof)incorrect.