Earn Out Obligations definition

Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount, if any, of such Earn Out Obligations that are required at such time under GAAP to be recognized as liabilities on the consolidated balance sheet of the Borrower.

Earn Out Obligations means the maximum amount of all obligations incurred or to be incurred in connection with any Acquisition of a Person pursuant to a Permitted Acquisition under non-compete agreements, consulting agreements, earn-out agreements and similar deferred purchase agreements.

Examples of Earn Out Obligations in a sentence

• Parties hereby further acknowledge and agree that in connection with the obligations under 2.10 of the SPA (‘Earn Out Obligations”) that these are obligations solely for the Borrower towards the Lender and that Purchaser will have no obligations, nor liability from these Earn Out Obligations.

• The Borrower shall not consent to any amendment, modification, supplement or restatement of the Earn Out Obligations, the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement, or the GAA Loans, without the prior written consent of the Lender.

• The Borrower has previously provided to the Agent each material contract in effect as of Closing Date to which the Borrower or any Subsidiary is a party relating to (i) the purchase of retail dealers with provisions containing Earn Out Obligations, (ii) Floor-Plan Financing Obligations by any Subsidiaries and (iii) any support agreement (whether containing Repurchase Obligations or otherwise) with third party floor-plan financers.

• Notwithstanding anything to the contrary in the foregoing or in any Loan Document, the Loan Parties and their Subsidiaries shall be permitted to prepay Earn Out Obligations at any time, so long as (x) no Default or Event of Default then exists or would arise therefrom and (y) the Loan Parties or their Subsidiaries derive a material benefit from such prepayment.

• The Borrower shall not consent to any assignment (other than to a CRH Obligor), amendment, modification, supplement or restatement of the Earn Out Obligations, the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement or the GAA Loans without the prior written consent of the Lender.

More Definitions of Earn Out Obligations

Earn Out Obligations means and includes any cash earn out obligations, performance payments or similar obligations of any Loan Party or any of their Subsidiaries to any sellers arising out of or in connection with an Acquisition, but excluding any working capital adjustments or payments for services or licenses provided by such sellers.

Earn Out Obligations means, with respect to any Person, obligations of such Person that are recognized under GAAP as a liability of such Person, payable in cash or which may be payable in cash at the seller’s or obligee’s option arising from the acquisition of a business or a line of business (whether pursuant to an acquisition of Equity Interests or assets, the consummation of a merger or consolidation or otherwise) and payable to the seller or sellers thereof.

Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligation shall be deemed to be the aggregate liability in respect thereof as recorded on the balance sheet of the Borrower and its Subsidiaries in accordance with GAAP.

Earn Out Obligations means, with respect to any Acquisition, all obligations of any Loan Party or any Subsidiary thereof to make any cash earn-out payment, performance payment or similar obligation that is payable only in the event certain future performance goals are achieved with respect to the assets or business acquired pursuant to the documentation relating to such Acquisition, but excluding any working capital adjustments, indemnity obligations or payments for services or licenses provided by such sellers in such Acquisition.

Earn Out Obligations those certain unsecured obligations of the Borrower or any Restricted Subsidiary arising in connection with any acquisition of assets or businesses permitted under Section 8.7 to the seller of such assets or businesses and the payment of which is dependent on the future earnings or performance of such assets or businesses and contained in the agreement relating to such acquisition or in an employment agreement delivered in connection therewith.

Earn Out Obligations means purchase price adjustments, earnouts and similar obligations, in each case, with respect to any Permitted Acquisition or other Investment permitted hereunder.

Earn Out Obligations means any obligation or liability consisting of an earnout or similar deferred purchase price that is issued or otherwise incurred as consideration for any acquisition of any property.