Deferred Consideration Amount Clause Samples

Deferred Consideration Amount. The Sellers shall be paid additional consideration (collectively, the “Deferred Consideration”) for the Shares by the Purchaser, which shall be calculated as follows: 6.1.1 an amount equivalent to three times 2012 Excess EBITDA (the “2012 Deferred Consideration”) provided that: (i) if the 2012 Excess EBITDA is zero or negative, the 2012 Deferred Consideration shall be zero; and (ii) if the 2012 Deferred Consideration is equal to or exceeds the Maximum Deferred Consideration, the 2012 Deferred Consideration shall be equivalent to the Maximum Deferred Consideration; and 6.1.2 an amount equivalent to three times the 2013 Excess EBITDA LESS the 2012 Deferred Consideration (if any) (the “2013 Deferred Consideration”) provided that: (i) if the 2013 Excess EBITDA is zero or negative, the 2013 Deferred Consideration shall be zero; (ii) if the 2012 Deferred Consideration is equivalent to the Maximum Deferred Consideration, the 2013 Deferred Consideration shall be zero; and (iii) if the sum of the 2012 Deferred Consideration and the 2013 Deferred Consideration (disregarding this sub-clause) exceeds the Maximum Deferred Consideration, the 2013 Deferred Consideration shall be the Maximum Deferred Consideration LESS the 2012 Deferred Consideration (if any), Provided Always that in the event the 2012 Deferred Consideration is zero or negative, no monies are payable by the Purchaser to the Sellers in respect of the 2012 Deferred Consideration and if the 2013 Deferred Consideration is zero or negative, no monies shall be payable by the Purchaser to the Sellers for the 2013 Deferred Consideration (as the case may be). For the avoidance of doubt, the Sellers are fully entitled to the 2012 Deferred Consideration irrespective of whether the EBITDA Target is met for the 2013 Deferred Consideration Period and there shall be no clawback of 2012 Deferred Consideration paid or payable.