Common use of Payments at Closing Clause in Contracts

Payments at Closing. At Closing, Buyer shall cause to be paid, by wire transfer of immediately available U.S. funds to such account(s) and pursuant to such wire instructions as are delivered to Buyer in writing not less than two (2) Business Days prior to the Closing Date pursuant to Section 2.1(d), the following: (a) to the payees, and in the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees; (b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility; (c) to the Escrow Agent, the amount of the Escrowed Funds pursuant to Section 3.1; (d) to the Sellers’ Representative, the Representative Expense Amount; (e) to each holder of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time; (f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time; (g) to each holder of Earthbound I Class B Common Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time; (h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time; (i) to each holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C-1 Closing Consideration times the number of outstanding Earthbound I Class C-1 Management Units held by such holder as of such time; (j) to Earthbound I, the Closing Bonus Point Amount; and (k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer shall cause Earthbound I to pay the Closing Bonus Point Amount to the Bonus Point Holders through the customary payment practices of the Company Group. For the avoidance of doubt, as a result of the Mergers, on the Closing Date, each holder of (i) Earthbound I Units (other than Topco) shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such units, which are issued and outstanding immediately prior to the Earthbound Effective Time, pursuant to Section 2.2(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3, and (ii) Topco Shares shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such shares, which are issued and outstanding immediately prior to the Topco Merger Effective Time, pursuant to Section 2.3(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3.

Payments at Closing. At the Closing, on behalf of the Surviving Corporation, Buyer shall will make (or cause to be paidmade) the following payments, it being understood that any and all interest earned on funds delivered to the Paying Agent pursuant to this Agreement shall be turned over to Buyer or the Surviving Corporation (as the case may be): (i) to the Paying Agent, by wire transfer of immediately available U.S. funds to such account(s) and pursuant to such wire instructions as are delivered to Buyer the account or accounts designated by the Paying Agent in writing not less no later than two five (25) Business Days prior to the Closing Date pursuant to Section 2.1(d)Date, the following: (a) an amount equal to the payeesAggregate Merger Consideration less (A) the aggregate of all Option Cancellation Payments, (B) the Adjustment Amount Retention, (C) the Deferred Payment Amount and in (D) the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees; (b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility; (c) to the Escrow Agent, the amount aggregate exercise price of the Escrowed Funds pursuant to Section 3.1; (d) to the Sellers’ Representative, the Representative Expense Amount; (e) to each holder of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time; (f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time; (g) to each holder of Earthbound I Class B Common Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time; (h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time; (i) to each holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C-1 Closing Consideration times the number of outstanding Earthbound I Class C-1 Management Units held by such holder as of such time; (j) to Earthbound I, the Closing Bonus Point Amount; and (k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer shall cause Earthbound I to pay the Closing Bonus Point Amount to the Bonus Point Holders through the customary payment practices of the Company Group. For the avoidance of doubt, as a result of the Mergers, on the Closing Date, each holder of (i) Earthbound I Units (other than Topco) shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such units, which are issued and Options outstanding immediately prior to the Earthbound Effective Time, pursuant to Section 2.2(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3, and ; (ii) Topco Shares shall cease to have any rights with respect theretothe Paying Agent, except by wire transfer of immediately available funds to the right to receive the amount payable account or accounts designated by Paying Agent in respect of such shares, which are issued and outstanding immediately writing no later than five (5) Business Days prior to the Topco Merger Effective TimeClosing Date, pursuant to Section 2.3(f), plus any future payments made an amount equal to the Residual Holders aggregate of all Series A Preferred Stock Redemption Payments; (iii) to the payroll account of the Surviving Corporation, by wire transfer of immediately available funds, an amount equal to the aggregate of all Option Cancellation Payments less the aggregate of all Per Option Deferred Amounts, for distribution to each Option Holder in accordance with Section 9.2(b); (iv) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than five (5) Business Days prior to the Closing Date, an amount in the aggregate equal to the Transaction Expenses, which amount shall be distributed in accordance with the Transaction Expense Annex (as provided defined below) as soon as practicable following the Closing; (v) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in Sections 3.2 and 3.3writing no later than five (5) Business Days prior to the Closing Date, an amount in the aggregate equal to the Debt Repayment Expenses, which amount shall be distributed in accordance with the Debt Repayment Expense Annex (as defined below) as soon as practicable following the Closing; (vi) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by Stockholders’ Representative in writing no later than five (5) Business Days prior to the Closing Date, an amount in the aggregate equal to the Defeasance Costs, which amount shall be distributed in accordance with the Defeasance Annex (as defined below) as soon as practicable following the Closing; (vii) to an account designated by Stockholders’ Representative in writing no later than five (5) Business Days prior to the Closing Date, by wire transfer of immediately available funds, the Adjustment Amount Retention; and (viii) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by the holders thereof in the applicable pay off letter referred to in Section 6.12, an amount equal to the amount due at Closing under the Closing Indebtedness as indicated in the applicable pay off letter for such Closing Indebtedness.

Payments at Closing. Schedule 2.7 attached hereto shall set forth each Participant, each holder of Series B Preferred , each holder of a Series B Warrant, mailing addresses and wire transfer instructions for each, and the amount(s) payable to each in accordance with this Section 2.7 and based on information known as of the date hereof. To the extent necessary, Schedule 2.7 may be updated in connection with the Closing to take into account the changes in Working Capital, Company Fees and Expenses or other elements of Merger Consideration occurring between signing and Closing provided that such changes are made at least five (5) Business Days prior to Closing. At the Closing, the Buyer shall cause to be paid, will deliver cash by wire transfer of immediately available U.S. funds to such account(s) and pursuant to such federal funds, in accordance with the applicable wire instructions transfer instructions, as are delivered to Buyer in writing not less than two (2) Business Days prior to the Closing Date pursuant to Section 2.1(d), the followingfollows: (a) to the payees, and in the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees; (b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility; (c) to the Escrow Agent, the amount of the Escrowed Funds pursuant to Section 3.1; (d) to the Sellers’ Representative, the Representative Expense Amount; (e) to each holder of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time; (f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time; (g) to each holder of Earthbound I Class B Common Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time; (h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time; (i) To the Company, for the benefit of the Participants, an amount equal to each the Aggregate Effective Time Participant Consideration, which shall be paid by the Company to the Participants as set forth on Schedule 2.7, provided that the Company shall deduct and pay to the appropriate authority any state and federal payroll taxes required to be withheld (it being understood that the Company shall bear any employer tax contributions for such payment without reducing the Effective Time Consideration); (ii) To the holders of Series B Preferred and/or Series B Warrants, the aggregate amount payable to such holder, determined by multiplying, (A) in the case of a holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective TimeSeries B Preferred, the Per Unit Class C-1 Closing Consideration times (x) the number of outstanding Earthbound I Class C-1 Management Units shares of Series B Preferred held by such person by (y) the Series B Per Share Consideration, and (B) in the case of a holder as of such time; (j) to Earthbound Ia Series B Warrant, the Closing Bonus Point Amount; and amount with respect the Series B Warrants held by such holder, as set forth on Schedule 2.7 (k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer which shall cause Earthbound I to pay the Closing Bonus Point Amount correspond to the Bonus Point Holders through the customary payment practices of the Company Group. For the avoidance of doubt, as a result of the Mergers, on the Closing Date, each holder of (i) Earthbound I Units (other than Topco) shall cease to have any rights with respect thereto, except the right to receive the amount that would be payable in respect of such units, which are issued and outstanding immediately prior Series B Warrant were it to net exercise); and (iii) To the Earthbound Effective Time, pursuant to Section 2.2(fEscrow Agent (i) $250,000 (the “Working Capital Hold-Back Amount”), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3, and (ii) Topco Shares shall cease $1,500,000 (the “Indemnity Hold-Back Amount”); (iii) $1,000,000 (the “Special Indemnity Amount”); and (iv) $250,000 to have any rights with respect thereto, except reimburse the right to receive Representative for fees and expenses incurred (the amount payable in respect of such shares, which are issued and outstanding immediately prior to the Topco Merger Effective Time, pursuant to Section 2.3(f“Representative Fund”), plus any future payments made in each case to the Residual Holders be held in escrow as provided set forth in Sections 3.2 and 3.3Section 2.8.

Payments at Closing. At the Closing, Buyer shall Parent will make (or cause to be paidmade) the following payments: (a) to the Paying Agent, by wire transfer of immediately available U.S. funds to such account(sthe account or accounts designated by the Paying Agent in writing no later than two (2) and Business Days prior to the Closing Date, an amount equal to the aggregate Per Share Closing Merger Consideration for all Shares (for the avoidance of doubt, excluding Excluded Shares); (b) to the Surviving Corporation, by wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two (2) Business Days prior to the Closing Date, an amount equal to the aggregate Closing Option Payments; (c) to the Escrow Agent, by wire transfer of immediately available funds in accordance with wire instructions provided by the Escrow Agent, the Adjustment Escrow Amount for deposit into the escrow account pursuant to such the terms of the Escrow Agreement (which Adjustment Escrow Amount and any interest accrued thereon will be held and distributed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement); (d) to the Escrow Agent, by wire transfer of immediately available funds in accordance with wire instructions as are delivered provided by the Escrow Agent, the Indemnity Escrow Amount for deposit into the escrow account pursuant to Buyer the terms of the Escrow Agreement (which Indemnity Escrow Amount and any interest accrued thereon will be held and distributed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement); (e) to the Escrow Agent, by wire transfer of immediately available funds in accordance with wire instructions provided by the Escrow Agent, the Special Indemnity Escrow Amount for deposit into the escrow account pursuant to the terms of the Escrow Agreement (which Special Indemnity Escrow Amount and any interest accrued thereon will be held and distributed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement); (f) to the Sellers Representative, the Sellers Representative Expense Amount, by wire transfer of immediately available funds to a segregated account designated by the Sellers Representative in writing not less no later than two (2) Business Days prior to the Closing Date pursuant to Section 2.1(d), (the following: (a) to the payees, and in the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees; (b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility; (c) to the Escrow Agent, the amount of the Escrowed Funds pursuant to Section 3.1; (d) to the Sellers’ Representative, the “Sellers Representative Expense Amount; (eAccount”) and to each holder be disbursed solely in accordance with the terms of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time; (f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such timethis Agreement; (g) on behalf of the Company, an aggregate amount equal to each holder of Earthbound I Class B Common Units as the Transaction Expenses, by wire transfer of immediately available funds to the accounts designated by the Company in writing no later than two (2) Business Days prior to the Earthbound Effective Time (other than Topco)Closing Date, indicating the name of each Person to whom any Transaction Expenses is owed, the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as amount of such time;Transaction Expenses and a copy of the invoice related thereto, to the extent available; and (h) on behalf of the Company, the amount payable to each counterparty or holder of Earthbound I Class C Management Units as Indebtedness, in order to fully discharge such Indebtedness, in each case, by wire transfer of immediately available funds to the account or accounts designated in the applicable Pay-Off Letter delivered by the Company no later than two (2) Business Days prior to the Earthbound Effective TimeClosing Date or, if such Indebtedness is not of a type where a Pay-Off Letter would be delivered, to the Per Unit Class C Closing Consideration times account or accounts designated by the number of outstanding Earthbound I Class C Management Units held by such holder as of such time; Company no later than two (i2) to each holder of Earthbound I Class C-1 Management Units as of immediately Business Days prior to the Earthbound Effective Time, Closing Date. The consideration paid by Parent or the Per Unit Class C-1 Closing Consideration times Surviving Corporation pursuant to this SECTION 2.3 shall be deemed to be full payment and satisfaction of all rights pertaining to the number of outstanding Earthbound I Class C-1 Management Units Shares (other than Excluded Shares) held by such each Stockholder and the Company Stock Options held by each holder as thereof (subject to any other rights of such time; (j) Persons under this Agreement, including the right to Earthbound Iany Additional Per Share Merger Consideration and any other rights under SECTION 2.4, SECTION 2.5 and SECTION 2.7), and none of Parent, Merger Sub or the Closing Bonus Point Amount; and (k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer Surviving Corporation shall cause Earthbound I to pay the Closing Bonus Point Amount have any further responsibility or liability with respect to the Bonus Point Holders through distribution or disposition of such payments due at Closing (other than the customary payment practices Surviving Corporation in respect of amounts payable to former holders of the Company Group. For Stock Options that are to be paid through the avoidance of doubt, as a result of the Mergers, on the Closing Date, each holder of (i) Earthbound I Units (other than Topco) shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such units, which are issued and outstanding immediately prior to the Earthbound Effective Time, pursuant to Section 2.2(fSurviving Corporation’s payroll), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3, and (ii) Topco Shares shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such shares, which are issued and outstanding immediately prior to the Topco Merger Effective Time, pursuant to Section 2.3(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3.

Payments at Closing. At the Closing, on behalf of the Surviving Company, Buyer shall will make (or cause to be paidmade) the following payments: (i) to the Paying Agent, by wire transfer of immediately available U.S. funds to such account(s) and pursuant to such wire instructions as are delivered to Buyer the account or accounts designated by the Stockholders’ Representative in writing not less no later than two (2) Business Days prior to the Closing Date pursuant Date, an amount equal to Section 2.1(d), the following:Aggregate Merger Consideration; (aii) to the payeespayroll account of the Surviving Company and for the benefit of the Change of Control Bonus Recipients, by wire transfer of immediately available funds, an amount equal to the Closing Aggregate Change of Control Bonus Distribution, which the Surviving Company will disburse through a special payroll on the Closing Date or as soon as practicable thereafter to each Change of Control Bonus Recipient, as appropriate, in accordance with the amounts set forth the Change of Control Bonus Annex less applicable withholding Taxes, subject to such Change of Control Bonus Recipient executing and returning a Change of Control Bonus Recipient Letter, in the amounts listed on form attached as Exhibit A (the Estimated Closing Statement, the Closing Unpaid Transaction Fees“Change of Control Bonus Recipient Letter”); (b) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed with respect to the Senior Credit Facility; (ciii) to the Escrow Agent, by wire transfer of immediately available funds to the account or accounts designated by the Stockholders’ Representative in writing no later than two (2) Business Days prior to the Closing Date, an amount of equal to the Escrowed Funds pursuant to Section 3.1Escrow Amount; (div) to the SellersStockholders’ Representative, by wire transfer of immediately available funds to the account or accounts designated by the Stockholders’ Representative in writing no later than two (2) Business Days prior to the Closing Date, an amount equal to the Stockholders’ Expense Amount; (ev) to each holder on behalf of Earthbound I Class A-1 Preferred Units as the Company, by wire transfer of immediately available funds to the account or accounts designated by the Stockholders’ Representative in writing no later than two (2) Business Days prior to the Earthbound Effective Time (other than Topco)Closing Date, an amount in the Per Unit Class A-1 Consideration times aggregate equal to the number portion of outstanding Earthbound I Class A-1 Preferred Units held by such holder as the Transaction Expenses to be paid on behalf of such timethe Company on the Closing Date at its direction, which amount shall be distributed on the Closing Date in accordance with the Transaction Expenses Annex; (fvi) to each holder immediately following the consummation of Earthbound I Class A Preferred Units as the Merger, on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by the payoff letters obtained in respect of the Repaid Closing Indebtedness, or as otherwise designated by the Stockholders’ Representative in writing no later than two (2) Business Days prior to the Earthbound Effective TimeClosing Date, an amount in the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time; (g) to each holder of Earthbound I Class B Common Units as of immediately prior aggregate equal to the Earthbound Effective Time (other than Topco), the Per Unit Class B Repaid Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time; (h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time; (i) to each holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C-1 Closing Consideration times the number of outstanding Earthbound I Class C-1 Management Units held by such holder as of such time; (j) to Earthbound I, the Closing Bonus Point AmountIndebtedness; and (kvii) To NewCo LLC, by wire transfer of immediately available funds to Topco Seller, the Topco Closing Consideration. Within three account or accounts designated by the Stockholders’ Representative in writing no later than two (32) Business Days of Closing, Buyer shall cause Earthbound I prior to pay the Closing Bonus Point Amount to the Bonus Point Holders through the customary payment practices of the Company Group. For the avoidance of doubt, as a result of the Mergers, on the Closing Date, each holder of (i) Earthbound I Units (other than Topco) shall cease to have any rights with respect thereto, except the right to receive the an amount payable in respect of such units, which are issued and outstanding immediately prior equal to the Earthbound Effective Time, pursuant to Section 2.2(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3, and (ii) Topco Shares shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such shares, which are issued and outstanding immediately prior to the Topco Merger Effective Time, pursuant to Section 2.3(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3NewCo LLC Amount.

Payments at Closing. (i) At the Closing, Buyer Purchaser shall: (A) retain One Million Five Hundred Thousand Dollars ($1,500,000) (the “Retained Amount”) in accordance with Section 2.2(c)(iii); and (B) retain Three Hundred Thousand Dollars ($300,000) (the “Additional Holdback Amount”) in accordance with Section 2.2(c)(iv); and (C) pay any unpaid Seller Expenses that have not been paid by the Parent, the Company or the Stockholders prior to Closing, and Purchaser shall cause reduce the amount of the Closing Date Purchase Price to be paid to Parent by the amount so paid; and (D) pay the Net Indebtedness Amount, if any, and the Purchaser shall reduce the amount of the Closing Date Purchase Price to be paid to Parent by the Net Indebtedness Amount. The Closing Date Purchase Price minus the payments (or the assumption of liabilities) described in paragraphs (A), (B), (C) and (D) of this Section 2.2(c)(i) is herein referred to as the “Closing Payment”. (ii) At the Closing, Purchaser shall pay to Parent the Closing Payment by wire transfer of immediately available U.S. funds to such account(sParent to an account designated by Parent in the Final Certificate and Flow of Funds Memorandum. (iii) Purchaser shall retain the Retained Amount as a reserve and pursuant paid to such wire instructions Parent, if at all, in accordance with this Section 2.2(c)(iii). Purchaser shall retain the Retained Amount in a separate account, but which shall be subject to offset and retained as are delivered to Buyer in writing not less than two (2) Business Days prior a security for any Losses which may become payable to the Closing Date Purchaser Parties pursuant to Section 2.1(d10. The balance contained in the Retained Amount, following any such offset, shall be distributed to the Parent, if at all, within ten (10) days of the later to occur of: (A) receipt by the Company of the DCAA Audit report for the year ended December 31, 2006 (the “Audit Report”), and (B) the following:three (3) year anniversary of the Closing Date. The offset remedy under this Section 2.2(c)(iii) is not exclusive, but is in addition to any other remedy available to Purchaser. (aiv) Purchaser shall retain the Additional Holdback Amount as a reserve and paid to Parent, if at all, in accordance with this Section 2.2(c)(iv). Purchaser shall retain the Additional Holdback Amount in a separate account, but which shall be subject to offset and retained as a security for any Losses which may become payable to the payees, Purchaser Parties pursuant to Section 10 with respect to breaches of the representations and in the amounts listed on the Estimated Closing Statement, the Closing Unpaid Transaction Fees; warranties set forth in: (bA) to the lenders under the Senior Credit Facility, the outstanding principal amount, together with all accrued and unpaid interest through the Closing Date and prepayment or other penalties or premiums, if any, owed Section 3.8 with respect to the Senior Credit Facility; Fair Labor Standards Act, (cB) Section 3.17 with respect to sales, use and property Taxes, and (C) Section 3.33(t). The balance contained in the Additional Holdback Amount, following any such offset, shall be distributed to the Escrow AgentParent, the amount if at all, within ten (10) days of the Escrowed Funds pursuant to Section 3.1; one (d1) to the Sellers’ Representative, the Representative Expense Amount; (e) to each holder year anniversary of Earthbound I Class A-1 Preferred Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class A-1 Consideration times the number of outstanding Earthbound I Class A-1 Preferred Units held by such holder as of such time; (f) to each holder of Earthbound I Class A Preferred Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class A Consideration times the number of outstanding Earthbound I Class A Preferred Units held by such holder as of such time; (g) to each holder of Earthbound I Class B Common Units as of immediately prior to the Earthbound Effective Time (other than Topco), the Per Unit Class B Closing Consideration times the number of outstanding Earthbound I Class B Common Units held by such holder as of such time; (h) to each holder of Earthbound I Class C Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C Closing Consideration times the number of outstanding Earthbound I Class C Management Units held by such holder as of such time; (i) to each holder of Earthbound I Class C-1 Management Units as of immediately prior to the Earthbound Effective Time, the Per Unit Class C-1 Closing Consideration times the number of outstanding Earthbound I Class C-1 Management Units held by such holder as of such time; (j) to Earthbound I, the Closing Bonus Point Amount; and (k) to Topco Seller, the Topco Closing Consideration. Within three (3) Business Days of Closing, Buyer shall cause Earthbound I to pay the Closing Bonus Point Amount to the Bonus Point Holders through the customary payment practices of the Company Group. For the avoidance of doubt, as a result of the Mergers, on the Closing Date. The offset remedy under this Section 2.2(c)(iv) is not exclusive, each holder of (i) Earthbound I Units (but is in addition to any other than Topco) shall cease remedy available to have any rights with respect thereto, except the right to receive the amount payable in respect of such units, which are issued and outstanding immediately prior to the Earthbound Effective Time, pursuant to Section 2.2(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3, and (ii) Topco Shares shall cease to have any rights with respect thereto, except the right to receive the amount payable in respect of such shares, which are issued and outstanding immediately prior to the Topco Merger Effective Time, pursuant to Section 2.3(f), plus any future payments made to the Residual Holders as provided in Sections 3.2 and 3.3Purchaser.