Earnouts. Pursuant to the Securities Purchase Agreement, SCRE is obligated to pay any and all of the earnout payments due under the Earn-Out Purchase Agreements, as described on Schedule 4 attached hereto (the “Gross Earn-Out Payments”) directly to the sellers set forth therein within the applicable time periods and on the terms set forth therein for such payment. The payment and performance of such obligation shall be guaranteed under the Earn-Out Guaranty. Promptly following the payment of any Gross Earn-Out Payments by SCRE or Xxxxxxxxx Guarantor, then SCT Holdings, as agent on behalf of such payor, shall provide to VRLP a written notice of such Gross Earn-Out Payment, which shall include a copy of all applicable notice and backup documentation provided by the applicable seller under the applicable Earn-Out Purchase Agreement with respect to such Gross Earn-Out Payment, proof of payment and any other supporting documentation reasonably relating to payment of such Gross Earn-Out Payment. Unless an Event of Default has occurred and is continuing, VRLP shall reimburse SCT Holdings, as agent on behalf of the applicable payor, in an amount equal to one hundred percent (100%) of the amount of any such Gross Earn-Out Payment (any such amounts paid by VRLP, an “Earn-Out Payment” or “Earn-Out Payments”), which Earn-Out Payments shall be added to the Lease Basis in accordance with the Property Leases provided, that, if the payment of any Gross Earn-Out Payment would cause a default under any of any of the Lease Documents or the Transaction Documents, including, without limitation, the breach of any financial covenants set forth herein and therein, VRLP shall have no obligation to make an Earn-Out Payment with respect to such Gross Earn-Out Payment. Upon receipt of any Earn-Out Payments, SCT Holdings shall, as agent on behalf of the applicable payor, pay the same to or at the direction of such payor. SCT Holdings, as agent on behalf of the applicable payor, acknowledges that VRLP shall have no obligation to pay any portion of any Earn-Out Payments that are payable to SCT Holdings following the occurrence and during the continuation of any Event of Default or if the payment of the underlying Gross Earn-Out Payment would cause a default as set forth in the preceding sentence. Any Earn-Out Payments shall be deemed added to the Lease Basis, for purposes of adjusting Base Rent, on the date that such payment is made by VRLP.
Earnouts. Company Shareholder will receive and be issued additional PubCo Shares, up to a maximum aggregate of 10,000,000 PubCo Shares, for no additional consideration or payment by Company Shareholder, in the amounts and upon the occurrence of the events set forth as follows:
Earnouts. Section 3.30 of the Strategix Disclosure Memorandum sets forth a. each agreement containing an earnout or similar provision or otherwise providing for a contingent payment by or to any Strategix Company or any Subsidiary in respect of the Strategix Business or otherwise included in the Strategix Liabilities that has not been satisfied in full as of the date hereof (the "Earnout Agreements") and b. a schedule of the amounts that Seller currently estimates will come due under the Earnout Agreements. There is no claim or dispute or, to the Knowledge of Seller, any basis for any such claim or dispute, under any Earnout Agreement. All payments under each Earnout Agreement have been paid when due in accordance with the terms of such Earnout Agreement. The Schedule referred to in clause (ii) hereof was prepared using the Seller's good faith estimates with respect to the Earnout Agreements and is not intended to be a basis for liability or indemnification hereunder absent a material misrepresentation.
Earnouts. (a) Within forty-five (45) days after the last day of each Earnout Period, Purchaser will cause to be prepared and delivered to Seller a statement (each, an “Earnout Statement”) setting forth in reasonable detail Purchaser’s good faith calculations of (i) Revenue for such Earnout Period and (ii) the amount of any Earnout Payment to which Seller is entitled pursuant to Section 2.4(b). Within forty-five (45) days following Purchaser’s delivery of each Earnout Statement to Seller, Seller will give Purchaser a written notice stating either (i) Seller’s acceptance, without objection, of the Earnout Statement (an “Earnout Acceptance Notice”) or (ii) Seller’s objections to the Earnout Statement as set forth in a Notice of Disagreement pursuant to Section 2.5(a). If Seller gives Purchaser an Earnout Acceptance Notice or does not give Purchaser a Notice of Disagreement within such 45-day period, then the Earnout Statement (including the Revenue calculation therein) will be conclusive and binding upon the parties, and the calculation of the Earnout Payment set forth in such Earnout Statement will constitute the final Earnout Payment for such Earnout Period. Any dispute arising out of or relating to the calculations of the Revenue for any Earnout Period and the Earnout Payments shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.5.
Earnouts. In addition to the cash amounts and shares of Parent -------- Common Stock to be paid to the Shareholders immediately following the Merger pursuant to Article I, each Shareholder shall be entitled to receive as additional consideration for such Shareholder's shares of Company Common Stock a share of the following contingent payments equal to such Shareholder's percentage ownership interest in the outstanding Company Common Stock (a "Prorata Share"): ---------------
Earnouts. (a) In addition to the Purchase Consideration, Sungy shall pay each of the Additional Payments, if any, to Seller in accordance with this Section 2.04.
Earnouts. (A) In addition to the Initial Purchase Price, Purchasers shall pay each of the Additional Payments, if any, to Selling Shareholder, in accordance with this Section 2.5.
Earnouts. (a) If EBITDA for the 6-month period beginning on July 1, 2021 and ending on December 31, 2021 (the “EBITDA Measurement Period”) is greater than or equal to the Baseline EBITDA Amount, Sellers will be entitled to EBITDA Stock Consideration in an amount equal to the applicable amount set forth in Exhibit 2.5(a) (such amount being the “EBITDA Earnout Amount”), provided that (i) the EBITDA Earnout Amount will never be less than $0 or greater than $15,000,000 of EBITDA Stock Consideration, and (ii) between each Tier greater than I and less than III, the EBITDA Earnout Amount will be proportionately decreased based on the amount by which EBITDA is less than Tier III, but greater than Tier II, or is less than Tier II, but greater than Tier I, as the case may be.
Earnouts. (a) The parties agree that the Fourth Earnout shall be in the amount of $214,204, and that Buyer shall pay such amount to Seller by August 4, 1998. (b) The parties agree that Buyer will pay Seller the sum of $75,000 by August 4, 1998 as part payment of the Fifth Earnout. (c) The balance of the Fifth Earnout and all of the First, Second and Third Earnouts will be paid when due. 5.
Earnouts. (a) After the Closing, subject to the terms and conditions set forth herein, (I) the Company Stockholders shall have the contingent right to receive shares of ParentCo Common Stock with an aggregate value of up to $330,000,000 (II) the Sponsor shall have the contingent right to receive shares of ParentCo Common Stock with an aggregate value of up to $33,000,000 (in the case of each of (I) and (II), subject to adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), as additional consideration from ParentCo based on ParentCo’s revenue and EBITDA performance, as follows: