Earn-Out Liabilities definition
Earn-Out Liabilities means, with respect to the Parent, the Borrower and their Subsidiaries, any unsecured contingent liability of the Parent, the Borrower or their Subsidiaries incurred in connection with any acquisitions permitted under Section 7.05 hereof, which such contingent liability (a) constitutes a portion of the purchase price for the property acquired but is not an amount certain, (b) is only payable based on the performance of the acquired property and in an amount based only on the performance of the acquired property and (c) is not subject to any acceleration right (other than those rights in existence as of the date hereof).
Earn-Out Liabilities the collective reference to the obligations of the Borrower to make “Earnout Payments” (as defined in the Initial Acquisition Agreement) pursuant to and in accordance with the terms and provisions of the Initial Acquisition Agreement (including pursuant to and in accordance with Section 5.19 of the Initial Acquisition Agreement).
Earn-Out Liabilities means all amounts that senior management reasonably determine are likely to fall due in relation to any Permitted Acquisition where all or a portion of its purchase price that remains payable in respect of such acquisition is to be determined in relation to the future performance of the relevant entities or assets acquired pursuant to that Permitted Acquisition.