Earnout Period. 2.1 Pursuant to the terms of the Contract, Seller shall have thirty-six (36) months following the Closing (the “Earnout Period”) to earn the Unfunded Purchase Price (as defined by the Contract) following the Closing. During the Earnout Period, Seller and its authorized agents will be given access to the Property in order to complete all construction, leasing, maintenance, alterations, and installations related to any earnouts (the “Earnout Activities”).
Earnout Period. Within 15 days following the expiration of the period commencing on January 1, 2010 and ending on December 31, 2010 unless the Closing has not occurred by January 1, 2010, in which case the period shall commence on the Closing Date and end 12 months following the Closing Date (as applicable, the “Earnout Period”), Parent shall (i) deliver a statement (the “Earnout Statement”) to the Representatives containing Parent’s calculation of the Earnout Consideration (the “Preliminary Earnout Consideration”). Parent shall permit the Representatives and their accountants to review promptly upon reasonable request, on-site or otherwise, during normal business hours as mutually agreed, all records, work papers and other information prepared or used by Parent in connection with the preparation of the Earnout Statement. The Representatives shall have up to 15 Business Days after receipt of the Earnout Statement and all requested records, work papers and other information prepared or used by Parent in connection with the preparation of the Earnout Statement to dispute any or all amounts or elements of such Earnout Statement pursuant to Schedule 5.10(e).
Earnout Period. The period for which the Earnout Payment shall be calculated is the twelve-month period commencing on September 1, 1999 and ending August 31, 2000 (the "Earnout Period").
Earnout Period. The Earnout Period spans three years past the closing date, with the first term starting the month after the Closing Date. “Earnout Term 1” will be the 12 months following the Closing Date. “Earnout Term 2” will be the period of 13-24 months following the Closing Date. “Earnout Term 3” will be the period of 25-36 months following the Closing Date. During each period, performance metrics will be assessed. For the avoidance of doubt, the first month of the Earnout Term 1 will start the month after the Closing Date. For example, if the transaction closes on April 17, Earnout Term 1 would start on May 1.
Earnout Period. (a) If the AUM Percentage at the end of the First Earnout Period is equal to or greater than 0.95, the Earnout Payment for the First Earnout Period shall equal $30,000,000, in the aggregate.
Earnout Period. 11 EBITDA .................................................................................. 3
Earnout Period. 3 EBITDA....................................................................3 EEOC.....................................................................25 EMPLOYEE PLANS...........................................................18
Earnout Period. 64 EBITDA . . . . . . . . . . . . . . . . . . . 3
Earnout Period. Buyer agrees to pay or to cause the Company to pay the Earnout to each of the following persons listed below (each such person hereinafter referred to as a "Recipient") and in the following portions set forth below if and only if (i) Xxxx X. Xxxxx is employed full-time by the Company, the Buyer or a Subsidiary of Buyer throughout the entire term of the Earnout Period and (ii) such Recipient is employed full-time by the Company, Buyer or a Subsidiary of Buyer throughout the entire term of the Earnout Period. If the Recipient is Xxxx X. Xxxxx and he is not so employed, then his portion shall nevertheless be paid to him if his full-time employment is terminated by death, disability, or by the Company, Buyer or a Subsidiary of Buyer other than for cause. In addition, if the Recipient is someone other than Xxxx X. Xxxxx, and such Recipient fails to remain employed throughout the Earnout Period as provided above, then such Recipient's portion of the Earnout shall nevertheless be paid to him or her if (i) Xxxx X. Xxxxx is also entitled pursuant to this Agreement to receive his portion of the Earnout Period and (ii) such Recipient's full-time employment is terminated by death, disability, or by the Company, Buyer or Subsidiary of Buyer other than for cause. If Xxxx X. Xxxxx'x employment is terminated, or if such Recipient's employment is terminated by him or her, either voluntarily or for cause by the Company, Buyer or a Subsidiary of Buyer prior to the end of the Earnout Period, then such Recipient shall not be entitled to receive any portion of the Earnout payable to him or her. The above limitations do not apply to Xxxx Xxxxxxxx'x entitlement to nine percent (9%) of the twelve percent (12%) of the Earnout allocated to him. Such entitlement is based only on Xxxx Xxxxxxxx not being terminated for cause or voluntarily terminating his employment prior to the end of the Earnout Period. If he is terminated for cause or voluntarily terminates he forfeits his entitlement to the Earnout and the nine percent (9%) otherwise allocable to him is not reallocated to any other Recipient.
Earnout Period. For any Referred Customer, the Affiliate is entitled to a commission on any Qualifying Revenue received from that Referred Customer for X month from the date of introduction of that Referred Customer, including where those purchases are made after the termination of this agreement, unless this agreement is terminated for cause. This term will be taken to apply to all Qualifying Revenue unless any further entitlement to commission continuing past this time is specified elsewhere in this agreement.
