ACN Earnout Payment definition

ACN Earnout Payment means, collectively, (i) the contingent payment not to exceed Fifteen Million Dollars ($15,000,000) that Parent or Borrower may be required to pay to the ACN Seller pursuant to Section 1.6(a) of the ACN Acquisition Agreement as in effect on the Closing Date and (ii) the contingent payment not to exceed Ten Million Dollars ($10,000,000) that Parent or Borrower may be required to pay to the ACN Seller pursuant to Section 1.6(b) of the ACN Acquisition Agreement as in effect on the Closing Date, in each case, together with any accrued interest thereon as required by that certain letter agreement, dated June 29, 2007, by and among Parent, ACN Seller and ACN Holding LLC.
Sample 1

Examples of ACN Earnout Payment in a sentence

  • The remaining proceeds of any Revolving Loans shall be applied by Borrower (i) to finance Permitted Acquisitions and related transaction costs, (ii) to pay the Xxxxxxxxx/Xxxxxxxxx Obligations, (iii) to make the ACN Earnout Payment to the extent permitted hereunder and (iv) for working capital and other general corporate purposes.

Related to ACN Earnout Payment

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

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

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

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

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

  • Payment Amount has the meaning specified in Section 6.1.

  • 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:

  • Interim Payment has the meaning specified in Section 10.1.

  • Net Earned Premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • CVR Payment Amount has the meaning set forth in Section 2.4(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.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • 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.”

  • Upfront Payment has the meaning set forth in Section 4.1.