Earnout Waivers Sample Clauses
An Earnout Waivers clause serves to relinquish or forfeit certain rights or claims related to earnout payments in a transaction, typically by the seller. In practice, this clause may specify that the seller cannot pursue additional compensation based on the future performance of the business, even if certain targets are met or exceeded. By including this clause, the agreement eliminates potential disputes over earnout calculations and ensures finality in the financial terms of the deal.
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Earnout Waivers. 6.1. The ▇▇▇▇▇▇▇▇ Parties hereby forever waive all of their respective rights under the Acquisition Agreement to Earnout Payments (i.e., all payments in respect of the WAM Earnout and the Miami Earnout). For avoidance of doubt, Wilhelmina shall have no obligation to make any payments to the ▇▇▇▇▇▇▇▇ Parties under Sections 2.8(a), 2.8(b) and 2.8(d) of the Acquisition Agreement irrespective of the operating results of WAM and Wilhelmina Miami (including but not limited to any positive amount in respect of the three year average WAM EBITDA and/or three year average Wilhelmina Miami EBITDA calculations thereunder).
6.2. The ▇▇▇▇ Parties hereby forever waive all of their respective rights under the Acquisition Agreement to Earnout Payments (i.e., all payments in respect of the WAM Earnout and the Miami Earnout); provided that the ▇▇▇▇ Parties shall be continue to be entitled to receive their respective share (which share equals an aggregate of 30.4%) of the first $2,000,000 of the aggregate Miami Earnout (determined without giving effect to any waiver under Section 6.1) (the “Capped Miami ▇▇▇▇ Share”). For avoidance of doubt, (i) Wilhelmina shall have no obligation to make any payments to the ▇▇▇▇ Parties under Sections 2.8(a), 2.8(b) and 2.8(d) of the Acquisition Agreement irrespective of the operating results of WAM and Wilhelmina Miami (including but not limited to any positive amount in respect of the three year average WAM EBITDA and/or three year average Wilhelmina Miami EBITDA calculations thereunder), other than the Capped Miami ▇▇▇▇ Share (if any), and (ii) if the aggregate Miami Earnout (determined without giving effect to any waiver under Section 6.1) is less than $2,000,000, then the ▇▇▇▇ Parties shall be entitled to 30.4% of such lesser amount; provided that, notwithstanding anything to the contrary, any payments to the ▇▇▇▇ Parties in respect of the Miami Earnout shall be subject to the offset provisions set forth in Section 8.6.
6.3. Wilhelmina’s payment obligations (if any) with respect to the Miami Earnout to the Remaining Miami Sellers under Section 2.8(b)(ii) of the Acquisition Agreement shall remain in full force and effect, and, notwithstanding the waivers set forth in Section 6.2 and 6.3 above, Wilhelmina shall comply with its notification and access obligations to the Control Sellers under Section 2.8(b)(i) in respect thereof.
6.4. Pursuant to Section 5 of that certain Representative and Distribution Agreement dated August 25, 2008 by and...