Calculation of Earn-Out Amount Sample Clauses

Calculation of Earn-Out Amount. Following the Closing, PSC shall, and shall cause its Affiliates to, provide cooperation and information as Buyer reasonably may request in connection with the calculation and determination of the Earn-Out Amount as defined in and pursuant to the Asset Agreement. Such cooperation and information will include providing copies of any and all relevant documents that are necessary or desirable to properly calculate the Earn-Out Amount and reasonable access to employees of PSC or any of its Affiliates who knowledgeable about the acquisition under the Asset Agreement or who may be familiar with the calculation of the Earn-Out Amount.
Sample 1Sample 2
AutoNDA by SimpleDocs
Calculation of Earn-Out Amount. As further consideration in respect of the sale of the Shares by the Seller, the Buyer shall pay the Seller, if earned in accordance with this Section 2.6, an additional amount (the “Earn-Out Amount”) based on the Final 2010 Revenue Amount:
Sample 1Sample 2
Calculation of Earn-Out Amount. Promptly following agreement on or determination of the final, binding and conclusive calculation of the Three Year Average EBITDA, the Earn Out Amount shall be determined as follows:
Sample 1Sample 2
Calculation of Earn-Out Amount. Subject to set off as set forth in Article 10:
Sample 1
Calculation of Earn-Out Amount. Within thirty (30) days following the end of every second fiscal quarter of the Purchaser ending after the Closing Date until and including the second fiscal quarter of the Purchaser ending after the third anniversary of the Closing Date, the Purchaser shall prepare and deliver to the Vendor a statement (the “Earn-Out Statement”), certified by the Chief Financial Officer of the Purchaser, setting out in reasonable detail, a calculation of the Earn-Out Amount for the two fiscal quarters (or portion thereof if the period in respect of which the Earn-Out Amount is to be calculated is not two complete fiscal quarters) immediately preceding the date of the Earn-Out Statement. During and within six months after the end of each fiscal year of the Purchaser, the Vendor shall have the right, through independent certified public accountants designated by the Vendor, to examine and audit, during normal business hours, all records and accounts of the Purchaser which contain information bearing upon the calculation of the Earn-Out Amount for each of the relevant fiscal quarters of that fiscal year. Such examinations and audits shall be completed at the Vendor’s expense, unless a discrepancy or error representing an underpayment exceeding 2% of the amount actually due is found in conjunction with such examination and audit, in which case, all costs of such examination and audit shall be borne by the Purchaser. To the extent that the examination and audit, whether by the Purchaser’s auditors or on behalf of the Vendor, reveals an underpayment of the Earned-Out Amount, such underpayment shall be paid to the Vendor within 10 days of the date of the determination of such underpayment.
Sample 1
Calculation of Earn-Out Amount. Subject to reduction as set forth in Article 10:
Sample 1
Calculation of Earn-Out Amount. In addition to the consideration payable to the Moneda Shareholders pursuant to the other provisions of this Article 2, the Moneda Shareholders shall have the right to receive additional consideration for the Cash Purchase Shares from PIL of up to an aggregate amount of [**] dollars ($[**]), subject to the terms and conditions set forth in this Section 2.11; provided that no Earn-Out Amount shall be payable pursuant to this Section 2.11 if the Weighted Net Income Margin of the Moneda Entities for the years ended December 31, 2022 and December 31, 2023 (the “Earn-Out Period”) is less than [**] percent ([**]%).
Sample 1
AutoNDA by SimpleDocs
Calculation of Earn-Out Amount a The Earn-Out Accounts will include a calculation of the additional amount of Purchase Price to be paid by the Purchaser using the following formula: X = (A-B) (C-B) x $1,500,000 Where: X = the Earn-Out Amount, being the additional Purchase Price (if any) payable to the Vendors A = EBITDA as disclosed in the Earn-Out Accounts B = $3,500,000 C = $5,200,000 Subject to subclause 6.8b, in no event shall X exceed $1,500,000. b If A, as defined under subclause 6.8a above is greater than $5,200,000, then the Earn-Out Amount shall be the amount of $1,500,000 (calculated pursuant to subclause 6.8a) plus an additional 50 cents for every dollar of EBIDTA earned by the Company above $5,200,000 as disclosed in the Earn-Out Accounts (‘Additional Earn-Out’). In no event shall the Additional Earn-Out exceed $500,000. c Notwithstanding the rest of this clause 6.8, in no event shall the total Earn-Out Amount calculated pursuant to subclauses 6.8a and b exceed $2,000,000.
Sample 1
Calculation of Earn-Out Amount. The Earn-Out Amount shall be based on the revenues of the Business, determined as follows:
Sample 1

Related to Calculation of Earn-Out Amount

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • 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.

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

Time is Money Join Law Insider Premium to draft better contracts faster.