Earn-Out Period. If, during the period starting on September 1, 2021 and ending on December 31, 2023 (the “Earn-Out Period”), Earn-Out Net Sales are equal to or greater than the Earn-Out Threshold, then Acquiror shall pay, or cause to be paid, to the individuals set forth on Schedule 2.5(a) (each a “Earn-Out Recipient” and collectively, the “Earn-Out Recipients”), in accordance with and in the respective amounts set forth on Schedule 2.5(a), an amount for the Earn-Out Period calculated in accordance with Section 2.5(b) (the “Earn-Out Payment”). The Earn-Out Payment shall be payable in accordance with Section 2.5(c) and in no event shall exceed $25,000,000.
Earn-Out Period. 13 EARN-OUT RESOLUTION PERIOD.......................................................12
Earn-Out Period. The hereafter provided period of time subsequent to the Closing Date shall be divided into two segments (respectively, "First Segment," and "Second Segment," and generally, "Earn-Out Segment,"). Each Earn-Out Segment during which Seller has elected, as hereafter provided, to extend the term of this Agreement shall be for a period of five (5) months or for such longer period as provided in Section 13.06 hereof. The First Segment shall commence on the day after the Closing Date, and the Second Segment (if Seller elected or is deemed to have elected to extend the Earn-Out Period) shall commence on the day after the expiration of the First Segment. Provided the Closing occurs, Seller hereby elects to extend the term of this Agreement for the First Segment. Seller may elect, in its sole discretion, to extend the term of this Agreement for the Second Segment by delivering to Purchaser Seller's written notice of such election ("Earn-Out Extension Notice") not less than thirty (30) days prior to the expiration of the First Segment. If Seller fails to deliver, as aforesaid, its Earn-Out Extension Notice, it shall act as notice to Purchaser that Seller has elected not to extend the term of this Agreement for the Second Segment. However, notwithstanding the preceding sentence, if one or more of the Other Sellers elect(s), under the provisions of its respective Other Sale Agreement, to extend for the Second Segment, Seller, regardless of its election hereunder, shall be deemed to have elected to so extend this Agreement, except that an election by the Other Seller under the terms of the Other Sale Agreement for Tanasbourne Town Center (Phase I) to extend for the second segment thereunder shall not be deemed an election of Seller hereunder to extend the Earn-Out Period for the Second Segment, if the closing for such Other Center is after the Closing. The aggregate of the Earn-Out Segments for which Seller has elected or is deemed to have elected to extend the term hereof shall be referred to as the "Earn-Out Period."
Earn-Out Period. (a) From the Completion Date until the end of the last Earn-Out Year, the Purchaser and PACT undertake to the Seller that they shall not, without the prior written consent of the Seller, make any changes to the business of the Company where such change is reasonably likely have a detrimentable impact on the ability of the Company to meet the targets set out in Clause 3.5.3 or do anything which is reasonably likely to prejudice the goodwill of the Company or its subsidiaries including but not limited to:
Earn-Out Period. 2 EBITDA............................................................................................................2
Earn-Out Period. If the holder of the El Paso Interest or its designee or assign has not (i) deposited the EP Purchase Option Deposit Amount on or prior to the 90th day following notice of its exercise of the Limestone Certificate Purchase Right in accordance with Section 7.02(a), (ii) given notice of its exercise of the Limestone Certificate Purchase Right within 10 days after the occurrence of the Earn-Out Period Commencement Date or (iii) prior to the Earn-Out Period Commencement Date but after the satisfaction and discharge of the Indenture and the New Indenture, and after the occurrence of a Specified Equity Event, deposited the EP Purchase Option Deposit Amount on or prior to the Special Management Standstill Expiration Date for such Specified Equity Event, the Required Certificateholders shall have the right to direct the Trustee to exercise the rights of the Trust as holder of the Class A Member Interest, including, to cause an Asset Remedy Notice to be delivered to Chaparral from time to time in accordance with Section 11.3(b) of the Chaparral LLC Agreement and to cause the liquidation and sale of the assets of Chaparral pursuant to Section 12.10(b) of the Chaparral LLC Agreement. Any proceeds from the sale of the assets of Chaparral paid to the Trust as holder of the Class A Member Interest and any distributions from Chaparral in respect of the Class A Member Interest during the Earn-Out Period shall be deposited in the Limestone Collection Account and applied in accordance with Section 6.04(b) or Section 6.04(c), as applicable.
Earn-Out Period. 14 Earn-Out Phase 1 .......................................... 17 Earn-Out Phase 2 .......................................... 17
Earn-Out Period. CardioSert’s right to receive Earn Out payments under this Agreement (including without limitation, Earn Out on Licensee Net Sales) shall continue until the later of: (i) the date of expiration and/or invalidation of the last of the CardioSert Patents or (ii) the end of a period of 10 (ten) years from the date of the First Commercial Sale on a country-by-country and on a Product-by-Product basis (i.e. ten years from the First Commercial Sale of a Type 1 Product with respect to Type 1 Products in the applicable country and ten years from the First Commercial Sale of a Type 2 Product with respect to Type 2 Products in the applicable) (“Earn Out Period”), provided that, unless it previously expired (i.e. in an applicable country and/or with respect to an applicable Product) the Earn Out Period shall expire by and no later than the tenth anniversary of the expiration and/or invalidation of the last of the CardioSert Patent in the US. Should the period referred to in Subsections (i) expire prior to the period referred to in Subsection (ii) above, (such period, the “Post-expiration Period”) then the Earn Out (including without limitation, Earn Out on Licensee Net Sales) payable to CardioSert during the Post-expiration Period shall be reduced by fifty percent (50%).
Earn-Out Period. 4.1 From 1 January 2022 until 31 December 2023 (the “Earn Out Period”), the Sellers and the Buyer shall procure that the Target Group Companies are managed substantially in the same manner as it has been conducted heretofore subject to any regulatory obligations that GAMB Group has to operate the GAMB Business in a prudent manner in the ordinary course in accordance with applicable Law and in accordance with this Clause 4 to the extent permitted by any applicable Law.
Earn-Out Period. The hereafter provided period of time subsequent to the Closing Date shall be divided into two segments (respectively, "First Segment," and "Second
