Earn-out Obligation means any contingent consideration based on future operating performance of the acquired entity or assets or other purchase price adjustment or indemnification obligation, payable following the consummation of an acquisition based on criteria set forth in the documentation governing or relating to such acquisition.
Earn-out Obligation means those contingent obligations of the Issuer incurred in favor of a seller (or other third party entitled thereto) under or with respect to any Permitted Acquisition (as such term is defined in the Credit Agreement as of the Issue Date).
Earn-out Obligation means any contingent consideration based on future operating performance of an acquired entity or assets or other purchase price adjustment or indemnification or similar obligation, payable following the consummation of an acquisition based on criteria set forth in the documentation governing or relating to such acquisition.
More Definitions of Earn-out Obligation
Earn-out Obligation means, collectively, the Existing Earn-Out Obligations and any Additional Earn-Out Obligations.
Earn-out Obligation means any contingent payment obligation of any Group Member incurred in connection with the Acquisition of an entity, assets or businesses, to the extent such obligation is payable based on the performance of the entity, assets or businesses so acquired. The amount of an Earn-Out Obligation shall be the maximum amount that in the good faith determination of a Financial Officer (taking into account any applicable maximum limits specified in the agreement or instrument governing such Earn-Out Obligation) could at any time be payable under such Earn-Out Obligation, provided that if such Earn-Out Obligation is of sufficient certainty as to be carried as a liability on a balance sheet of the Group Members, then the amount of such Earn-Out Obligation shall be the amount thereof so carried on such balance sheet.
Earn-out Obligation means the contingent obligation of a Person to make an “earn-out” payment in connection with such Person’s purchase, redemption, retirement or defeasance of an Equity Interest, or any similar payment obligation which is contingent upon the attainment of a specified level of sales, earnings, profits, or other similar kind of metric.
Earn-out Obligation means any payment representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any Earn-out Obligation shall be valued at any time at the amount reasonably estimated at such time by the chief financial officer of Borrower to be required to be paid by any Loan Party based on Borrower’s reasonable projections and discount rate and, upon request by the Administrative Agent or in connection with any Permitted Acquisition as set forth below, set forth in an officer’s certificate signed by the chief financial officer of Borrower and delivered to the Administrative Agent; provided, further, that the amount actually paid with respect to any Earn-out Obligation included as Acquisition Consideration in connection with any Permitted Acquisition in excess of the amount estimated at the time of such Permitted Acquisition shall be included in Acquisition Consideration or any dollar threshold contained in this Agreement, but shall not create or result in a Default under Section 6.04 or 6.07 if the amount in such clause is exceeded solely by virtue of any underestimate of the amount of such Earn-out Obligation. In connection with any Permitted Acquisition, the calculation of any Earn-out Obligation comprising Acquisition Consideration shall be set forth in an officer’s certificate signed by the chief financial officer of Borrower and delivered to the Administrative Agent on or prior to the date of such Permitted Acquisition.
Earn-out Obligation means those contingent obligations of Borrower incurred in favor of a seller (or other third party entitled thereto) under or with respect to any Permitted Acquisition.
Earn-out Obligation means any earn-out or similar obligation to the extent such obligation is determinable and recognized as indebtedness under GAAP.
Earn-out Obligation means an obligation to pay the seller in an acquisition transaction a future payment that is contingent upon the financial performance of the acquired business or entity.