Earn-Out Period definition
Examples of Earn-Out Period in a sentence
If the Performance Earn-Out Payment for such Earn-Out Period, as finally determined pursuant to this Section 1.06(f), is greater than the amount paid to Seller pursuant to Section 1.06(e) for such Earn-Out Period (such difference, the “Earn-Out Adjustment Payment”), Parent shall pay to Seller, in cash by wire transfer of immediately available funds, the amount of such excess within three (3) Business Days after such final determination.
To the extent any Performance Earn-Out Payment is due and payable for such Earn-Out Period, Parent shall pay such Performance Earn-Out Payment on the second (2nd) Trading Day following the date on which such Earn-Out Statement is delivered to Seller.
For the avoidance of doubt, each Performance Earn-Out Payment payable to Seller pursuant to Section 1.06 or Section 1.07 shall be reduced by (i) the aggregate amount of all UAR Earn-Out Payments payable to the Unit Appreciation Rights Recipients for such Earn-Out Period and (ii) if Buyer is not entitled to deduct the UAR Earn-Out Payment for Tax purposes, the employer’s portion of any payroll or other related Taxes with respect to such UAR Earn-Out Payments.
Notwithstanding the foregoing, the Performance Earn-Out Payment for the 2028 Earn-Out Period shall not exceed $16,000,000.
Notwithstanding the foregoing, the Performance Earn-Out Payment for the 2027 Earn-Out Period shall not exceed $16,000,000.