Common use of Transaction Payments Clause in Contracts

Transaction Payments. Seller shall be responsible for all retention payments and all change of control and sale bonus amounts, in each case, granted prior to Closing as authorized by Seller and payable by the Seller, the Retained Subsidiaries, or the Purchased Subsidiaries to any Transferred Employee, employees, or consultants that are triggered or made payable as a result of the transactions contemplated in this Agreement, whether payments are to be made prior to, on, or after the Closing, and all employer Taxes related thereto (any such amount, a “Transaction Bonus”). Seller and its Affiliates agree to honor the terms and conditions of any retention agreements with the Business Employees put in place by Seller or its Affiliates prior to the Closing.