Common use of Payments to Agents Clause in Contracts

Payments to Agents. (a) Except as provided in Sections 5.9(b) or (c) below, at or prior to Closing, PFG, PLAC or SFC shall pay any and all amounts payable to any and all agents and other persons under compensation arrangements made or allegedly made in connection with, in contemplation of or otherwise relating to the proposed management-led buyout of PennLife (the "Pre-Sale Obligations"). (b) At or prior to Closing, Buyer will (i) enter into investment agreements (the "Investment Agreements") with respect to the Buyer Common Stock to be purchased by certain agents of PennLife, (ii) adopt commission schedules and (iii) adopt stock-based and other compensation plans, in each case on terms consistent with Schedule 5.9(b) (the "Post-Closing Compensation Obligations"). (c) At and after the Closing, Buyer will cause PennLife to make all cash payments that relate to the Pre-Sale Obligations to the extent that such amounts are reserved for such purpose on the Unaudited Financial Statements and the Audited Financial Statements and set forth in Section 5.9 of the Disclosure Schedule.