Earn-Out Payment definition
Examples of Earn-Out Payment in a sentence
The Parent agrees that prior to the Earn-Out Payment Date, (i) it shall not terminate the Member Representative’s employment with the Parent except as pursuant to the Employment Agreement; and (ii) the Parent’s obligations regarding the Earn-Out Payment set forth in this Agreement are separate and distinct from the Employment Agreement.
To the extent the Earn-Out Payment has been made prior to the final determination of any claim with respect to Losses payable to a Parent Indemnitee, such claim shall be satisfied directly by the Member Representative by wire transfer of immediately available funds to the Member Representative within 15 days of the amount of Losses being final.
The Member Representative shall pay the amount of the Special Breach after the final determination of the amount of the Special Breach as a setoff from the Earn-Out Payment.
The parties agree to treat any Earn-Out Payment for all Tax purposes as additional consideration paid in connection with the Merger (and not as compensation for services or any other characterization), and shall file all Tax Returns and other reports in a manner consistent with such treatment, unless otherwise required by applicable Law.
The Parent has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Earn-Out Payment (as may be adjusted pursuant to this Agreement) if and when due and to consummate the transactions contemplated by this Agreement.