Earn-Out Payments. As additional consideration for the intangible Purchased Assets (including goodwill), Buyer will pay to Seller Earn-Out Payments, if any, up to a maximum of Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000) (the “Maximum Earn-Out Amount”), in cash, subject to set-off under Section 2.06(c)(vi) and Section 8.06(b), during the Earn-Out Period, in the amount of (i) One Hundred Forty Thousand Dollars ($140,000) for each Quickload manufactured by Buyer and ready for delivery (regardless of whether or not Buyer has an agreement of sale or lease with a customer for the applicable Quickload) during the Earn-Out Period, and (ii) Thirty-Five Thousand Dollars ($35,000) for each Quickstand Silo and each Quickstand Trailer manufactured by Buyer and ready for delivery (regardless of whether or not Buyer has an agreement of sale or lease with a customer for the applicable Quickstand Silo and Quickstand Trailer) during the Earn-Out Period (each, an “Earn-Out Payment” and collectively, the “Earn-Out Payments”). For the avoidance of doubt, (i) Buyer shall be required to pay Earn-Out Payments to Seller in accordance with the terms of this Agreement, regardless of whether or not Buyer has received any funds from the customer for the applicable Quickload, Quickstand Silo or Quickstand Trailer units sold or leased, and (ii) no Earn-Out Payment shall be payable to Seller with respect to any finished Quickload, Quickstand Silo or Quickstand Trailer that is part of the Inventory acquired by Buyer pursuant to this Agreement. In addition, in the event all or substantially all of the Purchased Assets are sold by Buyer or Buyer experiences a Change of Control prior to the expiration of the Earn-Out Period and prior to the Maximum Earn-Out Amount being paid, Buyer shall cause the acquiring party to assume all of Buyer’s obligations with respect to the Earn-Out Payments under this Section 2.07. Buyer makes no representations, warranties, covenants, promises or guarantees as to the amount of any Earn-Out Payments that may be earned by Seller during the Earn-Out Period.
Earn-Out Payments. (a) Earn-Out Payments. For the twelve (12) month period ended December 31, 2022 (the “Earn-Out Period”), as additional consideration for the transactions contemplated hereby, Purchaser shall pay or cause to be paid to Seller, in cash, an amount as determined in accordance with this Section 1.7 (the “Earn-Out Amount”). Within thirty (30) days following delivery of the Company’s audited consolidated statement of financial position or balance sheet of the Company as at the end of the Earn-Out Period and the related audited consolidated income statement, audited consolidated statement of comprehensive income, audited consolidated statement of cash flows and audited consolidated statement of changes in equity (the “Audited Financial Statements”) for the Earn-Out Period by a “Big 4” or other nationally recognized independent certified public accountant registered with the PCAOB (the “Purchaser Auditor”), Purchaser shall (i) prepare a good faith calculation (the “Proposed Earn-Out Calculation”) of Adjusted EBITDA for the Earn-Out Period and the applicable amount payable in connection with the Earn-Out Amount, if any, as determined in accordance with Section 1.7(b) (any such amount, as applicable, the “Proposed Earn-Out Amount”), and (ii) deliver to Seller a copy of the Proposed Earn-Out Calculation together with such Audited Financial Statements and other supporting documentation describing in reasonable detail how the Proposed Earn-Out Amount was calculated or otherwise determined (the “Earn-Out Statement”). Following the final and conclusive determination of the Earn-Out Amount in accordance with this Section 1.7 (the “Final Earn-Out Amount”), if the Final Earn-Out Amount exceeds $0.00, Purchaser shall, as promptly as practicable and in any event within ten (10) Business Days after such final determination, pay, or cause to be paid, the applicable Earn-Out Amount to Seller by wire transfer of immediately available funds to an account designated in writing by Seller.
Earn-Out Payments. (1) For the four-year period beginning January 1, 2007 (the “Earn-Out Period”), Purchaser shall pay to Shareholder the percentage set forth on Schedule 5(a) hereto of the aggregate Earn-Out in accordance with the provisions hereof (the “Shareholder Percentage”) with respect to each Calculation Period within the Earn-Out Period an amount (each, an “Earn-Out Payment”) equal to (i)(A) the Combined Revenue minus (B) the Minimum Revenue Amount, multiplied by (ii) the percentage set forth on Schedule 5(b) hereto; provided, however, that no Earn-Out Payment shall be made in any Calculation Period unless the Earn-Out Conditions for such Calculation Period shall have been satisfied.
Earn-Out Payments. Subject to Sections 2.3(c), (d) and (g) and Section 5.9, during the Earn-Out Period:
Earn-Out Payments. Buyer shall pay to Seller any Earn-Out Payment as and when determined in accordance with Exhibit B, in cash in immediately available funds by wire transfer to an account designated by Seller by notice to Buyer. Solely for U.S. federal income tax purposes, a portion of any Earn-Out Payment shall be treated as interest as required by Section 483 or 1274 of the Code.
Earn-Out Payments. (a) Following the Closing and as additional consideration for the conveyance by Rice to the Partnership of the Conveyed Interests, Rice shall be entitled to receive from the Partnership (subject to the terms and conditions of this Section 2.3) cash determined in accordance with this Section 2.3 (the “Earn-Out Payment”). In addition to the consideration set forth in Section 2.2 above, Rice shall be entitled to a cash payment equal to (i) $25,000,000.00, less the Incremental Capacity Capex, if, on or prior to December 31, 2017 (the “Earn-Out Term”), the aggregate amount of Incremental Capacity equals or exceeds 5 MMgal/d (the “Earn-Out Threshold”) following the Effective Date.
Earn-Out Payments. The Disclosure Schedule lists and identifies all earn out cash payments that exceed the payout of $600,000 in the aggregate or earn out equity issuances required by the Company or any of its Subsidiaries.
Earn-Out Payments. Following the Closing Date, Buyer shall pay (if earned, pursuant to the terms and conditions set forth on Schedule 3.1(c)) to Seller, pursuant to the timing and in the amounts and in the manner set forth in Schedule 3.1(c), the Earn-Out
Earn-Out Payments. (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients.
Earn-Out Payments. (a) In addition to the Purchase Price and as additional consideration in respect of the HoldCo Shares, the Shares and the Subsidiary Shares, subject to Buyer’s right of setoff in Section 2.10(e), Buyer shall, in respect of each Earn-Out Period, pay the Selling Entities the applicable Earn-Out Amount (if any), as finally determined pursuant to this Section 2.10, in cash in U.S. dollars by wire transfer of immediately available funds within three (3) Business Days after such final determination to an account designated by Parent; provided, however, that (i) if the Earn-Out Amount is a negative number, no Earn-Out Amount shall be payable in respect of such Earn-Out Period; and (ii) in no event shall the Earn-Out Amount in respect of any Earn-Out Period exceed $130,000,000. The Selling Entities shall not be entitled to any interest on the Earn-Out Amount under this Agreement. For the avoidance of doubt, in the event that the First FX Earn-Out plus the First MAP Earn-Out would equal an amount that is in excess of $130,000,000, such excess shall not be payable to the Selling Entities for any reason (including by applying such excess to the calculation of any Earn-Out Amount payable to the Selling Entities in the Second Earn-Out Period). Any payments made pursuant to this Section 2.10(a) shall be allocated among the Selling Entities in manner that is consistent with the allocation of the Purchase Price among the Selling Entities in the Closing Statement and the principles of Section 6.09.
