Earnout Amount definition

Earnout Amount has the meaning set forth in Section 2.15(a).

Earnout Amount has the meaning specified in Section 3.4(a).

Earnout Amount has the meaning set forth in Section 2(b).

Examples of Earnout Amount in a sentence

• Seller shall be permitted to amend an Objection Notice after delivery to Buyer, or deliver a new Objection Notice to Buyer, if Seller identifies any additional disputes Seller has with respect to the amounts stated in the Closing Statement or in the calculation of the Earnout Amount in the course of resolving any disputes set forth in an Objection Notice.

• Buyer and Seller acknowledge and agree that (a) Buyer’s obligations under this Section 2.2 shall not exceed the Earnout Amount and (b) if paid, the Earnout Amount shall be treated as additional purchase price for the Acquired Interests for U.S. federal and applicable state and local income tax purposes, unless otherwise required by applicable Law.

• If the Earnout Condition is satisfied during the Earnout Period, then promptly following such approval, but in any event no later than fifteen (15) Business Days thereafter, Buyer shall deliver to Seller, by electronic funds transfer of immediately available funds, to an account or accounts designated by Seller, a one-time cash payment in an amount equal to the Earnout Amount.

• Seller may deliver written notice to Buyer of any dispute Seller has with respect to the amounts stated in the Closing Statement or in the calculation of the Earnout Amount (any such written notice, an “Objection Notice”) within the time period specified in Section 2.4(d).

More Definitions of Earnout Amount

Earnout Amount shall have the meaning set forth in Section 3.6.

Earnout Amount has the meaning set forth in Section 1.9(a).

Earnout Amount has the meaning set forth on Exhibit A.

Earnout Amount means, with respect to any Earnout Period, an amount equal to the product of (i) the Business Profit for such Earnout Period, multiplied by (ii) 50%; provided that in no event shall the Earnout Amount be less than zero.

Earnout Amount means an amount in cash equal to the amount determined pursuant to one, but only one, of the following clauses (i) through (ii): (i) if Net Sales for the Earnout Period are less than $500,000,000, zero Dollars; or (ii) otherwise, an amount equal to $50,000,000.

Earnout Amount means forty-four and six tenths percent (44.6%) of the excess, if any, of the price at which Santa Fe sells the Property (with any promissory note valued at its full face amount) less closing costs of such Property sale transaction, over the Appraised Value.

Earnout Amount means, with respect to any Earnout Measurement Period, the positive amount (if any) equal to (i) the product of (A) two (2) multiplied by (B) the excess (if any) of (x) the amount of Georgia EBITDA for such Earnout Measurement Period over (y) One Hundred Million Dollars ($100,000,000) minus (ii) the aggregate Earnout Amount(s) (if any) previously paid to the Seller (or previously offset against any payment obligations of Seller pursuant to, and subject to the terms and conditions of, Section 9.4(d) of the Share Purchase Agreement) with respect to all prior Earnout Measurement Periods; provided, that in no event shall the aggregate amount of all Earnout Amount(s) payable by the Purchaser hereunder (including any such amounts offset against payment obligations of Seller pursuant to, and subject to the terms and conditions of, Section 9.4(d) of the Share Purchase Agreement) exceed the Maximum Earnout Amount.