Additional Earnout Payment definition

Additional Earnout Payment shall have the meaning set forth in Section 2.2.
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Additional Earnout Payment has the meaning set forth in Section 2.3(d).
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Additional Earnout Payment is defined in Section 2.3(f).
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Examples of Additional Earnout Payment in a sentence

  • Within ninety (90) days after the end of each Earnout Year, the Purchaser shall submit to Holdco in writing the proposed calculations necessary to determine the Basic Earnout Payment for the most recently ended Earnout Year and, in addition, with respect to EY 2014, the Additional Earnout Payment (collectively, the “Earnout Calculations”), together with the monthly income statements and monthly balance sheets of the Company and Capital Charge calculations for such Earnout Year.

  • Each of the Seller, each of its members and each Principal has made its own legal, tax, accounting and financial evaluation of the merits, risks and other considerations relating to the Additional Earn-out Payment and the acquisition and ownership of Parent Common Stock and each of the Seller, each of its members and each Principal is able to bear the risks associated with the Additional Earn-out Payment and the acquisition and ownership of the Parent Common Stock, if any, issuable hereunder.

  • Each of the Seller, each of its members and each Principal has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits, risks and other considerations relating to the Additional Earn-out Payment and acquisition and ownership of Parent Common Stock, if any, issuable hereunder.

  • The parties shall use the GAAP rules, regulations and standards in effect as of the date hereof as a basis for calculation of all Basic Earnout Payments and any Additional Earnout Payment.

  • Any and all Claims shall be deducted out of the Total Earnout Payment plus Additional Earnout Payment, if any, as defined in the Earnout Agreement.

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  • At such time as any Additional Earnout Payment shall be due and payable pursuant to Section 2.3 herein, the Buyer shall pay to each Seller, to such account or accounts as specified by the Sellers' Representatives to the Buyer in writing from time to time, a cash payment equal to such Seller's Seller's Percentage of the Additional Earnout Payment.

  • Unless otherwise agreed to in writing by the parties, all financial statements of the Company for all times from and after the Closing shall be prepared in accordance with GAAP applied on a basis consistent with the Company's past practices set forth on Exhibit 2.5.2 hereto in a manner such that Adjusted PBT, any Basic Earnout Payment and any Additional Earnout Payment will be reasonably determinable pursuant to the terms of this Agreement.

  • The Additional Earnout Payment shall be calculated as follows: o The total EBIT for the 34 month period beginning March 1, 2006 and ending December 31, 2008, shall be divided by 34, which sum shall then be multiplied by 36, which sum shall be reduced by a 5% annualized return on Capital for the amount of time during the 34 month period such Capital is invested in Purchaser..

  • The parties agree that the guidelines and rules set forth in this Section 2.5 shall be used in calculating the Adjusted PBT, the Basic Earnout Payments, and the Additional Earnout Payment.


More Definitions of Additional Earnout Payment

Additional Earnout Payment means an Additional Earnout Payment made by Buyer, calculated and paid in accordance with Section 2.6.
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Additional Earnout Payment has the meaning specified in Section 2.8.
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Additional Earnout Payment is defined in Section 2.6(d)(i).
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Related to Additional 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).

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

  • Additional Payment is as defined in Section 6 of the Agreement.

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

  • 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.

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

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

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

  • Payment Amount has the meaning specified in Section 6.1.

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

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • 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.

  • Tax Amount has the meaning set forth in Section 4.01(b)(i).

  • Additional Payments means the amounts required to be paid by the Company pursuant to the provisions of Section 4.2 hereof.

  • 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.

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

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • 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).

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