Additional Earnout Payment Sample Clauses

Additional Earnout Payment. The Purchaser and the Company, jointly and severally, will pay Holdco an additional amount of up to Ten Million Dollars ($10,000,000) (the “Additional Earnout Payment”) with respect to the Four-Year Period, subject to the review and dispute procedures set forth in Section 2.3, based on the achievement of the following performance targets for the Four-Year Period:
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Additional Earnout Payment. (A) If the First Earnout Period Payment is equal to $7,500,000, then the Holders will not be entitled to receive, and neither the Purchaser nor the Surviving Corporation shall be required to make, an Additional Earnout Payment (as defined below).
Sample 1
Additional Earnout Payment. The Buyer will pay the Sellers a total of up to Twenty-Five Million Dollars ($25,000,000) (the "Additional Earnout Payment") with respect to the Four-Year Period, subject to the review and dispute procedures set forth in Section 2.3, based on the achievement of the following performance targets for the Four-Year Period:
Sample 1
Additional Earnout Payment. At such time as any Additional Earnout Payment shall be due and payable pursuant to Section 2.3 herein, the Buyer shall pay to each Seller, to such account or accounts as specified by the Sellers' Representatives to the Buyer in writing from time to time, a cash payment equal to such Seller's Seller's Percentage of the Additional Earnout Payment.
Sample 1
Additional Earnout Payment. If ***, then Purchaser will deliver an additional one-time payment (the “Additional Earnout Payment”) to the Partnership on December 1, 2010, pursuant to Delivery Instructions provided to Purchaser in accordance with Section 3.3.4. The amount of the Additional Earnout Payment will be determined at the end of the Earn Out Period as follows: If ***, the Additional Earnout Payment will be One Million Dollars ($1,000,000), and if ***, the Additional Earnout Payment will be One Million Five Hundred Thousand Dollars ($1,500,000).
Sample 1
Additional Earnout Payment. In addition to the Initial Purchase Price in Paragraph 3 above, Purchaser shall pay to Seller, within 90 days of December 31, 2008, an Additional Earnout Payment. The Additional Earnout Payment shall be calculated as follows: o The total EBIT for the 34 month period beginning March 1, 2006 and ending December 31, 2008, shall be divided by 34, which sum shall then be multiplied by 36, which sum shall be reduced by a 5% annualized return on Capital for the amount of time during the 34 month period such Capital is invested in Purchaser.. In regard to this calculation all work performed by Purchaser's parent, or any subsidiary or division of such parent for the Business Unit or by the Business Unit for Purchaser's parent or any subsidiary or division shall be performed at cost. Where costs are not directly borne by the Business Unit, such costs shall be allocated by Purchaser's parent among the Business Unit, Purchaser's parent and any of its other subsidiaries or divisions based upon the total amounts expended for such services and how such services are allocated and utilized by the Business Unit, Purchaser's parent and its other subsidiaries and or divisions. Such costs shall include, but not be limited to, insurance, accounting, marketing, computer services, legal and professional services. Business Unit will have the choice to use services other than those allocated services where such services are available at a lower cost. Any salary increases or bonuses not approved by Seth Oberman and provided to the employees of Business Unit will be ix xxxx xxxx standard practices of Purchaser with its other employees and business units. In no event, however, shall the Additional Earnout Payment exceed One Million Four Hundred Thousand Dollars ($1,400,000.00), with Purchaser to receive a credit against said Earnout Payment of the sum of $200,000.00, plus the amount of any uncollected Purchased Receivables, in accordance with Paragraph 2 (f) above The aforesaid Additional Earnout Payment calculation, less the $200,000.00 credit, shall not be less than zero, i.e. Seller shall not be obligated to remit said amount back to Purchaser. The only circumstance wherein Seller would be obligated to remit monies back to Purchaser is in the event that uncollected Purchased Receivables, exceed Seller's Additional Earnout Payment, as calculated above, if any. In such event, Seller shall be obligated to remit the difference between the uncollected Purchased Receivable and the Additi...
Sample 1
Additional Earnout Payment. Subject to Section 12.2(d), if the payment of Third Earnout Amount or Adjusted Third Earnout Amount is made pursuant to Section 2.5(a)(iii) above and if the cumulative Net Revenue of the Earnout Period exceeds $30,885,000, within ninety (90) days following the Third Earnout Date, Acquiror shall pay the members of the Management Pool the Additional Earnout Amount pursuant to the terms and conditions set forth on Annex B hereto. For the avoidance of doubt, the aggregate Earnout Consideration paid by Acquiror over the Earnout Period shall not exceed $13,000,000.
Sample 1
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Additional Earnout Payment. (i) Subject to the provisions of this Section 2.6, an additional amount equal to Two Million Dollars ($2,000,000) (the “Additional Earnout Payment”) shall be payable to Seller in the event the Average EBITDA is equal to or exceeds One Million Eight Hundred Thousand Dollars ($1,800,000). The Additional Earnout Payment shall consist of a minimum of thirty percent (30%) in cash and seventy percent (70%) in shares of the Parent Common Stock (the “Additional Earnout Payment Shares”) (to be calculated by taking the number representing seventy percent (70%) of the Additional Earnout Payment and dividing it by the Average Price); provided, that, the Parent may, in its sole discretion, increase the cash component of the Additional Earnout Payment (and decrease the portion of Parent Common Stock in an amount equal to the respective cash component) to be paid pursuant to the Additional Earnout Payment.
Sample 1

Related to Additional Earnout Payment

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Earn-Out Payment If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows:

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one) ☐ - There shall be No Additional Payment made by either Spouse to the other than those listed in this Agreement. ☐ - There shall be an Additional One (1) Time payment in the amount of $ made by the ☐ Husband ☐ Wife to the ☐ Husband ☐ Wife (“Additional Payment”). The Additional Payment shall be made within thirty (30) days after a divorce judgment, decree, or similar document that certifies the Divorce. ☐ - Other. .

  • Earn-Out Payments (i) If, during the period beginning immediately after the Closing and ending on the six (6) month anniversary of the Closing Date (the “Earn-Out Period”), Buyer enters into an Earn-Out Agreement, Buyer shall pay earn-out amounts to Seller equal to one times (1.00x) the recurring revenues billed and collected by Buyer (excluding any revenues associated with or collected by Buyer for or on behalf of a third party, including in connection with any partnership arrangement set forth in the Earn-Out Agreement), in respect of the Earn-Out Agreement for the initial twelve (12) months following the first recurring revenue for such agreement being billed (such amount, the “Earn-Out Amount,” and, such period, the “Determination Period”), provided however, that in no event will the Determination Period extend past 15 months of execution of the Earn-Out Agreement. Buyer shall use good faith commercially reasonable efforts to minimize the period of time between the execution of the Earn-Out Agreement and the date on which the first recurring revenue thereunder is billed. For the avoidance of doubt, if the first recurring revenue for the Earn-Out Agreement is billed six months after the execution of the Earn-Out Agreement, Buyer shall only be entitled to the Earn-Out Amounts for nine months after recurring revenue is first billed. Notwithstanding the foregoing, Earn-Out Amounts will include recurring revenues billed within the Determination Period and collected within the period after being invoiced set forth in the Earn-Out Agreement; and Buyer shall use good faith commercial efforts to collect such recurring revenues with such period. The Earn-Out Amount will not take into account any amendment to the Earn-Out Agreement that increases recurring revenues if such amendment is entered into after the Earn-Out Period and such amendment represents an increase in scope (in terms of number of buildings and/or additional services) from the Xxxxxx Xxx RFP.

  • Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: _ Dollars ($ _) ☐ - Last Month’s Rent of: ___ _ Dollars ($ _) ☐ - Security Deposit of: _ _ Dollars ($ _)

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • Up-Front Payment At all times during the Effective Period other than those periods for which payment of all Billed Amounts is By Invoice, Customer shall maintain on file with 8x8 or the billing 8x8 Affiliate (as applicable) complete, accurate, and up-to-date information for at least one valid, working credit card or Customer account (sufficient to permit ACH withdrawals). Payment of all Billed Amounts – other than those for which 8x8 has agreed to payment By Invoice – shall be by charge to such credit card(s) or by ACH withdrawal from such account(s), at or near time of billing, and Customer hereby authorizes 8x8 to make such charges or withdrawals. Where payment is by such charge or withdrawal, (a) 8x8 shall post a statement of the Billed Amounts in the relevant account at or near the time of the first attempted charge or withdrawal and shall thereafter make commercially reasonable efforts to notify Customer by email and/or telephone if the charge or withdrawal is not successful and (b) Billed Amounts shall be due within fourteen (14) days of such posting.

  • Additional Payments Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

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