Payment of Earn-Out Amount. (a) On or before April 24, 2015, Acquirer shall in good faith determine the Earn-out Amount, calculated as the amount equal to: 3.5 times the difference between (i) the Adjusted EBITDA attributed to the Acquired Companies for the year ended December 31, 2014 and (ii) the Adjusted EBITDA attributed to the Acquired Companies for the year ended December 31, 2013, less (A) all capital expenditures made by the Acquired Companies during 2014, less (B) Four Hundred Forty-One Thousand Forty-Five Dollars ($441,045) for miscellaneous expenses, less (C) the Special Indemnity Amount (which amount shall not be subject to Article IX of this Agreement); provided, however, that if any FLSA Claim has not been resolved by settlement or a final, non-appealable judgment on or before April 24, 2015, then any Special Indemnity Amount incurred after April 24, 2015 shall be the sole obligation and retained liability of Xx. Xxxxxxxxx and Xx. Xxxxxx, jointly, less (D) Damages where Xx. Xxxxxxxxx and Xx. Xxxxxx have elected in writing to satisfy the amount of Damages incurred by the Indemnified Party as a reduction to the Earn-out Amount, and less (E) any cash that Xx. Xxxxxxxxx and Xx. Xxxxxx elect to reserve to satisfy potential Claims or Damages pursuant to Section 9.04 of this Agreement. Any amounts withheld under the foregoing provisions of this paragraph (a), to the extent not used to defray or satisfy the Claims or Damages for which they were withheld, shall be released by Acquirer, and distributed in the same percentages as the Earn-out Amount was originally distributed, at such time as Acquirer has determined, in its reasonable discretion, that the potential or actual Claim or Damage for which the amounts were withheld has been finally resolved by settlement or by a final, non-appealable judgment and all related costs and expenses have been satisfied. For purposes of this Section 3.01, Adjusted EBITDA shall in all events be calculated in a consistent manner for each of the years ended December 31, 2013 and December 31, 2014 and shall not reflect any overhead, administrative services charges, management fees, or similar charges that may be imposed on one or more of the Acquired Companies by Acquirer or any Affiliate of Acquirer.
Payment of Earn-Out Amount. Within five (5) Business Days after the Final 2010 Revenue Amount has been finally determined pursuant to Section 2.6(c), the Buyer shall pay to the Seller, as an adjustment to the Purchase Price, an amount of cash equal to the Earn-Out Amount, if any, by wire transfer of immediately available funds to an account designated in writing by the Seller at least three (3) Business Days prior to such payment. If the amount of any payment to be made pursuant to this Section 2.6(e) is for any reason not made within five (5) Business Days after the Final 2010 Revenue Amount has been finally determined, such amount shall bear interest from and including the expiration of such five-Business-Day period to (but excluding) the date of payment at a rate per annum equal to the higher of (a) the “prime rate,” as published in The Wall Street Journal, Eastern Edition, in effect from time to time or (b) the rate of any debt then outstanding owed by the Buyer or the Company to the Seller, or (if less) the maximum rate permitted by applicable Law. Such interest shall be calculated daily on the basis of a year of three hundred and sixty five (365) days and the actual number of days elapsed, without compounding.
Payment of Earn-Out Amount. Not later than 60 days after the end of each Yearly Earn Out Period, Buyer shall pay the Earn Out Amount to the Company and provide to the Company (i) a report setting forth the Earn Out Calculation, including such schedules and data as may be appropriate to support such calculation. The Company and its accountants shall be entitled to review the Earn Out Calculation and any working papers, trial balances and similar materials relating to the Earn Out Calculation prepared by Buyer or its accountants. Buyer shall also provide the Company and its accountants with timely access, during Buyer's normal business hours, to Buyer's personnel, properties, books and records to the extent related to the determination of the Earn Out Calculation.
Payment of Earn-Out Amount. Unless otherwise provided in this Section 2.2, the Earn-Out Payments shall be paid to Sellers in the form of Series P Preferred Stock issued and delivered to Xxxx X. Xxxxxxxx, Trustee for the Sellers, pro rata in the percentage amounts set forth on Exhibit A, within one hundred (100) days after the end of each fiscal year during the Ear-Out Period unless the Earn-Out Cap has been achieved.
Payment of Earn-Out Amount. Any payments required to be made pursuant to this Section 3.3(i) shall be paid by the Parent to the Former Company Stockholders’ Agent for distribution to the Former Company Stockholders no later than each Earn-Out Payment Date; provided, however, that if the Former Company Stockholders’ Agent delivers an Earn-Out Disagreement Notice to the Parent within the 30-day period described above, then the portion of the relevant Aggregate Earned Amount or Annual Payment Earned that is in dispute and the subject of such Earn-Out Disagreement Notice shall not be due and payable unless and until all disputes with respect thereto are resolved in the manner described in clause (B)(iii) above. In the event that the resolution of such dispute is that any portion of the disputed amount is determined to be payable to the Former Company Stockholders’ Agent for distribution to the Former Company Stockholders, then such payment shall be made by the Parent or caused to be made by the Parent, with interest thereon accruing from the date of the relevant Earn-Out Disagreement Notice to the day before the date of payment at a rate of seven and one-half percent (7.5%) per annum, compounded annually, no later than the date which is ten (10) Business Days after the date of such resolution.
Payment of Earn-Out Amount. Within ten (10) Business Days following the Earn-Out Determination Date, Tracor will pay to the Exchange Agent, and direct the Exchange Agent to distribute to the Holders entitled to receive the Merger Consideration (pro rata, in accordance with their Applicable Percentages) the Earn-Out Amount.
Payment of Earn-Out Amount. (a) The Buyer must pay the Earn Out Amount to the Seller by bank cheque on the later of 30 November 2002 and the day which is 5 Business Days after final determination of the Earn Out Amount pursuant to paragraph 3.
Payment of Earn-Out Amount. (i) The Company shall, at the same time that the Earn Out Statement is delivered by the Company to Seller, pay the Earn Out Amount, if any, for the applicable Earn Out Period. Such payment shall be by wire transfer of immediately available funds to an account or accounts designated in writing by Seller.
Payment of Earn-Out Amount. No later than ten (10) Business Days of the determination of the Final Earn-Out Statement (the “Earn-Out Payment Date”) and subject to the provisions of Section 1.9 below, Purchaser shall pay to each Seller their respective portion of the Earn-Out Cash Payment and the Earn-Out Stock Payment due to each Seller, in accordance with the instructions provided by Sellers’ Representative to Purchaser at least five (5) Business Days before the Earn-Out Payment Date.
Payment of Earn-Out Amount. No later than ten (10) Business Days of the determination of the Final Earn-Out Statement (the “Earn-Out Payment Date”) and subject to the provisions of Section 1.9 below, Purchaser shall pay to each Minority Shareholder its respective portion of the Minority Earn-Out Payment in cash in immediately available funds and to each Majority Shareholder their respective portion of the Earn-Out Cash Payment in cash in immediately available funds and of the Earn-Out Stock Payment in Purchaser Common Stock due to each Majority Shareholder, in accordance with the instructions provided by Sellers’ Representative to Purchaser at least five (5) Business Days before the Earn-Out Payment Date.
