Independence of Earn-out Payments Sample Clauses

Independence of Earn-out Payments. Buyer's obligation to pay each of the Earn-out Payments to the Members in accordance with Section 2.12(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and the obligation to pay an Earn-out Payment to the Members shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn-out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not any Earn-out Payment for the first Calculation Period.
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Independence of Earn-out Payments. Buyer’s obligation to pay each of the Earn-Out Payments to Seller in accordance with this Section 3.03 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any condition precedent to any preceding or subsequent Earn-Out Payment and the obligation to pay an Earn-Out Payment to Seller shall not obligate Buyer to pay any preceding or subsequent Earn-Out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-Out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-Out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn-Out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn-Out Payment for the first Calculation Period.
Independence of Earn-out Payments. The Purchaser’s obligation to pay each of the Earn-Out Payments to the Seller in accordance with Section 2.12 above is an independent obligation of the Purchaser, and the obligation to pay one Earn-Out Payment to the Seller shall not obligate the Purchaser to pay any preceding or subsequent Earn-Out Payment.
Independence of Earn-out Payments. Buyer’s obligation to pay, or cause to paid, each of the Earn-out Payments to Seller in accordance with Section 2.9.1 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and the obligation to pay an Earn-out Payment to Seller shall not obligate Buyer to pay, or cause to be paid, any preceding or subsequent Earn-out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay, or cause to be paid, such Earn-out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, but shall not be obligated to pay any Earn-out Payment for the first Calculation Period.
Independence of Earn-out Payments. Buyer’s obligation to pay each of the Earn-Out payments (if any) to Sellers in accordance with Section 2.06(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-Out payment and the obligation to pay an Earn-Out payment to Sellers shall not obligate Buyer to pay any preceding or subsequent Earn-Out payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-Out payment for the Year 1 Earnout Period are not satisfied, but the conditions precedent to the payment of the Earn-Out for the Year 2 Earnout Period are satisfied, then Buyer would be obligated to pay such Earn-Out payment for Year 2 Earnout Period for which the corresponding conditions precedent have been satisfied, and not the Earn-Out payment for Year 1 Earnout Period.
Independence of Earn-out Payments. Except as otherwise stated in this Agreement, Buyer’s obligation to pay each of the Earn Out Payments to Seller in accordance with Section 3.3 is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the determination or payment of any preceding or subsequent Earn Out Payment and the obligation to pay an Earn Out Payment to Seller shall not create any separate obligation of Buyer to pay any preceding or subsequent Earn Out Payment. For the avoidance of doubt and by way of example, if there is no payment of the Earn Out Payment for the first Calculation Period due to there being no Revenue in such period, but Revenue is received in the second Calculation Period, then Buyer would be obligated to pay such Earn Out Payment for the second Calculation Period for which Revenue was received, and not the Earn Out Payment for the first Calculation Period.
Independence of Earn-out Payments. The Buyer’s obligation to pay the Earn Out Payments to the Sellers are independent obligations of the Buyer and are not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn Out Payments and the obligation to pay an Earn Out Payment to the Sellers shall not obligate the Buyer to pay any preceding or subsequent Earn Out Payment. For the avoidance of doubt, and by way of example if the conditions precedent to the payment of the 2010 Earn Out Payment set forth in Section 2.3(a)(i) are not satisfied, but either the conditions precedent to the payment of the 2011 Earn Out Payment set forth in Section 2.3(a)(ii) or to the payment of the 2012 Earn Out Payment set forth in Section 2.3(a)(iii) are satisfied, then the Buyer would be obligated to pay such of the 2011 Earn Out Payment and/or the 2012 Earn Out Payment for which the corresponding conditions precedent have been satisfied, and not the 2010 Earn Out Payment.
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Independence of Earn-out Payments. Buyer’s obligation to pay each of the Earn-out Payments to Seller in accordance with Section 2.6(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and the obligation to pay an Earn-out Payment to Seller shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn-out Payment for the 2019 Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-out Payment for the 2020 Calculation Period are satisfied, then Buyer would be obligated to pay such Earn-out Payment for the 2020 Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn-out Payment for the 2019 Calculation Period.
Independence of Earn-out Payments. Purchaser’s obligation to pay each of the Earn-Out Payments to Seller in accordance with this Section 2.12 is an independent obligation of Purchaser and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-Out Payment and the obligation to pay an Earn-Out Payment to Seller shall not obligate Purchaser to pay any preceding or subsequent Earn-Out Payment. For the avoidance of doubt and by way of example, with respect to the Earn-Out Payment B, if the Earn-Out Payment B Conditions for the first Earn-Out Payment B Date are not satisfied, but the Earn-Out Payment B Conditions for the second Earn-Out Payment B Date are satisfied, then Purchaser would be obligated to pay such Earn-Out Payment B for the second Earn-Out Payment B Date, and not the Earn-Out Payment B for the first Earn-Out Payment B Date.
Independence of Earn-out Payments. Buyer’s obligation to pay either the Maximum Earn-out Payment or Pro-Rata Earn-out Payment (whichever is applicable) to the Shareholders is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any other conditions precedent except for the conditions precedent specifically related to those Payments. For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Maximum Earn-out Payment or Pro-Rata Earn-out Payment (whichever is applicable) are not satisfied, then Buyer would not be obligated to pay the Maximum Earn-out Payment or Pro-Rata Earn-out Payment.
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