2008 Earnout Amount definition

2008 Earnout Amount means an amount equal to 107% of the average of the 2007 Revenue and the 2008 Revenue minus (A) the sum of the 2007 Earnout Amount and $36,000,000 and (B) the amount, if any, by which the sum of the 2007 Earnout Amount, the 2008 Earnout Amount and the Closing Payment exceeds the Maximum Purchase Price Amount. For the avoidance of doubt, it is agreed and acknowledged that the aggregate of the 2007 Earnout Amount, the 2008 Earnout Amount and the Closing Payment will not exceed the Maximum Purchase Price Amount under any circumstances.
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2008 Earnout Amount means the 2008 Earnout Amount A plus the 2008 Earnout Amount B; provided that the maximum 2008 Earnout Amount shall be $7,000,000.
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Examples of 2008 Earnout Amount in a sentence

  • On the 2008 Earnout Payment Date, Purchaser will pay to Seller the 2008 Earnout Amount set forth in the Revenue Notice relating to the 2008 Revenue.

  • As soon as practicable after each of the Closing, the Purchase Price Adjustment, the 2007 Earnout Payment Date and the 2008 Earnout Payment Date, Purchaser and Seller will negotiate in good faith to agree upon a schedule (the “Allocation Schedule”) allocating the Closing Payment, the Purchase Price Adjustment, the 2007 Earnout Amount and the 2008 Earnout Amount, as the case may be, among the Purchased Assets.

  • As soon as practicable after each of the Closing, the Purchase Price Adjustment, the 2007 Earnout Payment Date and the 2008 Earnout Payment Date, Purchaser and Seller will negotiate in good faith to agree upon a schedule (the “Allocation Schedule”) allocating the Closing Payment, the Purchase Price Adjustment, the 2007 Earnout Amount and the 2008 Earnout Amount, as the case may be, among thePurchased Assets.

  • As soon as practicable after each of the Closing, the Purchase Price Adjustment, the 2007 Earnout Payment Date and the 2008 Earnout Payment Date, Purchaser and Seller will negotiate in good faith to agree upon a schedule (the "Allocation Schedule") allocating the Closing Payment, the Purchase Price Adjustment, the 2007 Earnout Amount and the 2008 Earnout Amount, as the case may be, among the Purchased Assets.

  • Such 2007 Earnout Amount and the 2008 Earnout Amount shall be delivered by the Buyer by check or wire transfer of immediately available funds to the accounts previously designated by the Company Stockholders and the Optionholders.

  • Solely for the purpose of clarification, the 2007 Earnout Amount and the 2008 Earnout Amount A will be computed after the completion of the audited financial statements of Buyer for its fiscal year ending December 31, 2007 and the 2008 Earnout Amount B shall be computed after the completion of the audited financial statements of Buyer for its fiscal year ending December 31, 2008.

Related to 2008 Earnout Amount

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earnout Payments has the meaning specified in Section 2.7.

  • Payment Amount has the meaning specified in Section 6.1.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Earnout has the meaning set forth in Section 2.9(a).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 77% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date. Servicer: Calmco, or its successors in interest, as applicable.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for such Distribution Date.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Net Amount means the Distribution Amount less the sum of all quarterly payments received by the COP Swap Counterparties under the COP Swap Collateral Agreement in respect of amounts owed under the COP Swap Agreements since January 1, 2014.