Commencing with the calendar quarter ending September 30, 2016 and continuing for each calendar quarter thereafter through the end of the Measurement Period, Purchaser shall, as soon as reasonably practicable after the end of such period, deliver to Seller its production report in substantially the same form that it provides to its producers, setting forth the aggregate Net Commissions and Fees for such period.

Closing Consideration; Earn-Out. In consideration of the purchase and sale of the Acquired Assets and the Holding Corporation entering into the Restrictive Covenants, Purchaser shall assume the Assumed Liabilities and Purchaser shall pay to Seller the aggregate of the following (the “Purchase Price”):

“Earn-Out Liability Reduction Amount” means the amount by which the Earn-Out Liability Amount is reduced by cash payments made by any Group Company in respect of any Earn-Out Liability after the date of this Agreement and prior to the Adjustment Time.

“Earn-Out Payments” has the meaning set forth in [Section 2.1(c)] hereof.

the amount of any earn-out payments paid in such period to the extent the earn-out payment is permitted by the terms of this Agreement and made pursuant to and in accordance with documentation that has been delivered to Administrative Agent;

payments in respect of earn-out obligations permitted hereunder by the Loan Parties in connection with Permitted Acquisitions, plus

To the extent considered Debt, performance-based earn-out payments of Borrower and its Subsidiaries in respect of Acquisitions;

3.6Purchaser’s obligations with respect to either portion of the Baseline Earn-Out Amount shall terminate and expire on the 24-month anniversary of the SPA Completion Date to the extent that any conditions to the payment thereof have not been satisfied on or prior to such date.

unsecured Indebtedness of Borrower or its Subsidiaries consisting of earn-out, performance bonus, consulting or deferred compensation or purchase price adjustment owing to sellers of assets or equity interests the Borrower or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions; and

Indebtedness of any Restricted Subsidiary in the form of indemnifications, purchase price adjustments, earn-outs, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Investment permitted by Section 6.04;

Payments. All amounts due under this Section shall be payable promptly after demand therefor.

Payments. The Assignee shall pay the Assignor, on the Effective Date, the Dollar Amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of D-5 principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Payments. The purchase price for the Shares will be paid on or before February 23, 2018:

Payments. The Borrowers fail to make any payment of principal or interest, any reimbursement obligation in respect of any L/C Disbursement, or any fees under this Agreement, the Revolving Loan Notes or any other Loan Document on the due date of such payment.

Payments. Each Guarantor jointly and severally covenants and agrees that the Obligations will be paid strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any [[Organization A:Organization]] with respect thereto. Without limiting the generality of the foregoing, each Guarantor’s obligations hereunder with respect to any Obligation shall not be discharged by a payment in a currency other than the currency in which such Obligation is denominated (the “Obligation Currency”) or at a place other than the place specified for the payment of such Obligation, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Obligation Currency and transferred to New York, New York, U.S.A., under normal banking procedures does not yield the amount of Obligation Currency due thereunder.

Payments. All payments under the Plan to an eligible Employee or his beneficiary shall be made by the Company from its general assets. The payment of the excess retirement benefits hereunder shall be made in a lump sum as soon as administratively feasible, but not more than seven months, after the Employee’s separation from service with the Company. In no event, however, shall the payment of a benefit under this Plan with respect to a “key employee” of the Company, within the meaning of Section 416(i)(1) of the Code, be made within six months following his separation from service with the Company, except in the event of death. The payment of excess retirement benefits hereunder that are attributable to amounts described in Section 2.2 [(a) and (b) hereof] shall be payable in cash, whereas payment of any excess retirement benefits hereunder that are attributable to amounts described in Section 2.2 # hereof shall be payable only in shares in Company stock.

Payments. Form of payment enclosed [check all that apply]: