Closing Earn-Out Payments definition

Closing Earn-Out Payments means (i) the payment of the US Dollar equivalent of £1,155,000 (calculated by taking the total of £1,155,000 and dividing by the exchange rate of US $2.0293 per British Pound), which relates to the payment of £1,155,000 that is required to be made on the date of the Closing pursuant to Section 1(a) of that certain Earn-Out Settlement and Release Agreement, dated as of the date hereof by and among the Company, Fiona Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Antony Xxxxxx Xxxxxxxx, and Xxxxxxx Xxxxxx Xxxxx and (ii) the payments of $7,000,000 required pursuant to Section 1(a) of that certain Earn-Out Settlement and Release Agreement, dated as of the date hereof by and among the Company, Sunrise Therapeutics, LLC (formerly known as Xxxxxxxxx Research Associates, LLC), Xxxxxxx X. Xxxxxxxxx and Xxxxx Xxxxxxx Xxxxxxxxx.
Sample 1

Related to Closing Earn-Out Payments

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

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

  • Earnout Payments has the meaning specified in Section 2.7.

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

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

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

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

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

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

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Earn-Out Period has the meaning set forth in Section 2.5(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.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • 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:

  • Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).