Earn-Out Calculation Sample Clauses

Earn-Out Calculation. Upon determination of the Pro-forma Combined Initial EBITDA and the Resulting EBITDA (each as finally determined pursuant to Section 2.4(c)) if the Resulting EBITDA exceeds the Pro-forma Combined Initial EBITDA, then Survivorco shall pay to Seller an amount equal to the result of the following formula (such result, the "Canadian Earn-Out Amount"): the product of (A) the Resulting EBITDA less the Pro-forma Combined Initial EBITDA, multiplied by (B) six (6), and further multiplied by two hundred twenty five one-thousands (0.225) multiplied by (C) eight elevenths (0.7273). Survivorco shall pay to Seller an amount of cash equal to the Canadian Earn-Out Amount by wire transfer of immediately available funds to an account or accounts designated in writing by Seller. Such payment is to be made on the later of (x) March 31, 2009 or (y) within 5 Business Days of the date on which the Pro-forma Combined Initial EBITDA and the Resulting EBITDA are finally determined pursuant to Section 2.4(c). Such payment shall bear interest at 5% per annum from March 31, 2009 to the date of payment. If the Resulting EBITDA does not exceed the Pro-forma Combined Initial EBITDA, then no earn-out payment shall be due from Survivorco to Seller pursuant to this Section 2.4. From and after the date of payment of the Canadian Earn-Out Amount, if any, the term Purchase Price as used in this Agreement shall include such amount.
Sample 1
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Earn-Out Calculation. If the Net New Sales of the Product during the fiscal year ending December 31, 201_, equals or exceeds US $3,000,000, Buyer shall pay Seller an amount equal to US $________ (the “Earn-Out Payment”). For purposes of this Agreement “Net New Sales of the Product” shall mean the total sales of the Product or derivations thereof as reflected on Buyer’s books and records (net of any returns, customer discounts or rebates, or warranty replacements) to customers who had not, prior to January 1, 201_, purchased the Product. On or before March 31, 201_, Buyer shall prepare and deliver to Seller a statement (the “Earn-Out Statement”) showing the calculation of the Net New Sales of the Product, along with the Earn-Out Payment, if any is due.
Sample 1
Earn-Out Calculation a) Within ninety (90) days after the completion of any fiscal year of the Company ending during the Earn-Out Period, Buyer will cause the Company to prepare and deliver to the Sellers’ Representative audited financial statements, including a statement setting forth a calculation of the Company’s Net Income (each a “Net Income Statement”), for each of such fiscal years, provided that if the Earn-Out Amount is paid in full and the Earn-Out Cap has been achieved in any such fiscal year, the obligations of Buyer set forth in this Section 2.2(iii)(1)(a) shall terminate and have no further force or effect.
Sample 1
Earn-Out Calculation. (i) On or before ninety (90) days following the end of the most recently completed Earn-Out Period, Buyer shall prepare and deliver to Parent in writing a calculation of the Company Revenue and the Earn-Out Consideration for the relevant Earn-Out Period, including reasonable detail as to the components of the calculation. The Company Revenue shall be determined by Buyer using its books and records in accordance with GAAP applied in a consistent manner and using the Methodologies with respect to such applicable Earn-Out Period, consistent with the provisions in the definition of Company Revenue set forth herein. Except as required by the immediately preceding sentence (in which case, the immediately preceding sentence shall govern), during each Earn-Out Period, no later than five days following the date on which Guarantor files a periodic report with the Securities and Exchange Commission for a quarterly or annual period ending during such Earn-Out Period, Buyer shall prepare and submit to Parent a statement setting forth, in reasonable detail, Buyer’s good faith calculation of Company Revenue for such quarterly period, prepared from the books and records of Guarantor, and shall make its personnel and the Company’s personnel reasonably available during normal business hours to respond to any reasonable inquiries Parent may have regarding such statements.
Sample 1
Earn-Out Calculation. For a period of five (5) calendar years commencing 1st January 2010, the Buyer shall pay the Seller an Earn Out Payment equal to twenty percent (20%) of Net Sales of Earn Out Products that exceed £1,000,000 in each calendar year. Example shall be:
Sample 1
Earn-Out Calculation. The “Earn-Out Payment” shall be calculated as follows:
Sample 1
Earn-Out Calculation. (i) As promptly as practicable, but in any event no later than one hundred twenty (120) days after the end of each Earn-Out Period, Buyer shall prepare and deliver, or cause its accountants to deliver, to Seller an earn-out calculation setting forth, in reasonable detail, a calculation of TTM EBITDA as of the last day of the applicable Earn-Out Period and the amount of the Earn-Out Payment. Each earn-out calculation shall be based upon the unaudited financial statements of the Business for the applicable Earn-Out Period.
Sample 1
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Earn-Out Calculation. (a) SMSC shall submit to each of the Earn-Out Shareholders no later than on April 30, 2006:
Sample 1
Earn-Out Calculation. The Earn-out Amounts shall be calculated as follows:
Sample 1

Related to Earn-Out Calculation

  • Payment Calculation District shall pay Contractor at a rate of $ per . OR District shall pay Contractor as described in attached Exhibit A

  • 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:

  • Earn-Out (a) By November 28, 2005, Purchaser shall prepare and deliver to the Sellers' Representatives (i) a statement of income (the "Income Statement") of the Company and its Subsidiaries for the period from July 11, 2005 through October 2, 2005 (such period, the "Earn Out Test Period") and (ii) a certificate setting forth total EBITDA for the Earn Out Test Period, as adjusted to exclude, in a manner consistent with Schedule 2.07(a) attached hereto, the impact of any non-recurring income and expenses, including, but not limited to, any costs and expenses related to the Sale/Leaseback Transaction including the incremental GAAP rent payable as a result thereof, the ownership, operation and disposal of the Company's corporate aircraft and Xxxxxx X. Xxxxx'x salary and other employment benefits paid or expensed by the Company, which shall include, but not be limited to, the costs and expenses for his office located in Barrington, Illinois and reimbursement of his legal fees which shall include the amounts paid by the Company for matters described in 9.01(a)(vi), any Transaction Expenses paid relating to the transaction (including any extraordinary bonuses paid or any transaction expenses of Buyer paid by the Company post-closing including closing fees, debt issuance costs and professional fees), (such amount, as adjusted, the "Earn Out EBITDA"). The Income Statement shall be prepared in accordance with the same accounting policies, practices and judgments as those used to prepare the Financial Statements. The Sellers' Representatives and their representatives shall have the right to review all work papers and procedures of Purchaser and any representatives of Purchaser used to prepare the Income Statement and to arrive at the Earn Out EBITDA and shall have the right to perform any other reasonable procedures necessary to verify the accuracy of the Income Statement and the Earn Out EBITDA. Unless the Sellers' Representatives, within 30 Business Days after delivery to the Sellers' Representatives of the Income Statement and the certificate setting forth the Earn Out EBITDA, notify Purchaser in writing that the Sellers' Representatives object to the Income Statement or the Earn Out EBITDA and specify the basis for such objection (as well as the Sellers' Representatives calculation of the disputed line items), such Income Statement and Earn Out EBITDA shall become final and binding upon the parties for the purposes of this Section 2.07. If Purchaser and the Sellers' Representatives are unable to resolve all of the Sellers' Representatives' objections within 20 Business Days after any such notification has been given by the Sellers' Representatives, all remaining matters in dispute shall be submitted to the Independent Accountants. The Independent Accountants shall make a final determination as to all remaining matters in dispute that shall be conclusive and binding on Purchaser and the Sellers. Purchaser and the Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Interest Calculation Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

  • Overtime Calculation For the purpose of overtime calculation only, approved or scheduled time off work will be considered the same as time worked.

  • Earnout (a) Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of a Triggering Event (or if a Triggering Event occurs prior to Closing, within twenty (20) Business Days after the Closing Date) or the Final Earnout Distribution Date (in accordance with Section 3.4(a)(iv)), as applicable, Acquiror shall issue or cause to be issued to each Eligible Company Equityholder as of such date (in each case accordance with its respective Pro Rata Share) shares of Acquiror Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Common Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that any Earnout Shares issued in respect of a Company Restricted Stock Award exchanged for an Adjusted Restricted Stock Award that remains unvested as of the Triggering Event (each such Adjusted Restricted Stock Award, an “Unvested Adjusted Restricted Stock Award” and any such Earnout Shares issued in connection therewith pursuant to this Section 3.4, the “Unvested Restricted Stock Award Earnout Shares”) shall vest in equal amounts (or as close as possible, with any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Adjusted Restricted Stock Award, and shall be subject to the same vesting conditions as applied to such Unvested Adjusted Restricted Stock Award; provided, further, that any such issuance of Earnout Shares will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under the HSR Act has expired or been terminated:

  • 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.

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • 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.

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