Earnout Payment definition

Earnout Payment has the meaning set forth in Section 2.3(b).

Earnout Payment has the meaning set forth in Section 5.3.

Earnout Payment has the meaning set forth in Section 2.10(a).

Examples of Earnout Payment in a sentence

• The Sellers will be entitled to receive, in the aggregate, the Year One Earnout Payment (as defined in Section 2.8(b)), if earned, and/or the Year Two Earnout Payment (as defined in Section 2.8(c)), if earned, in accordance with this Section 2.8 and pursuant to the procedures set forth in Section 2.9 (each, an “Earnout Payment” and collectively, the “Earnout Payments”).

• If (i) the Year Two Actual EBITDA is greater than the Year Two Minimum EBITDA, (ii) the Year Two Actual Revenue is greater than the Year Two Minimum Revenue, the “Year Two Earnout Payment” shall be Four Million Five Hundred Thousand Dollars ($4,500,000.00); provided, however, the Year Two Earnout Payment shall be Nine Million Dollars ($9,000,000.00) if the Year Two Actual Revenue is greater than Thirty-Three Million Dollars ($33,000,000.00).

• The Earnout Calculation Objection Notice shall describe the items in the Earnout Calculation Statement that are disputed by Sellers’ Representative and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute and Sellers’ Representative’s determination of the applicable Earnout Payment based on its objections.

• The Parties agree that any Earnout Payment will be treated as additional Purchase Price, and no Party will take any position on any Tax Return, in any Proceeding or otherwise, inconsistent with this Section 2.8 unless required by Law.

• Except as expressly set forth in this Section 2.9(c), Buyer has no (and each Seller explicitly disclaims any) express or implied obligations to operate the Company or conduct its business in any particular manner after Closing; provided, however, that Buyer shall not, directly or indirectly, take any actions in bad faith with the primary purpose of avoiding or reducing any Earnout Payment hereunder.

More Definitions of Earnout Payment

Earnout Payment as defined in Section 2.6(a).

Earnout Payment shall have the meaning set forth in Section 1.7(b) of this Agreement.

Earnout Payment has the meaning specified in Section 2.9(a).

Earnout Payment shall have the meaning set forth in Section 3.4(c).

Earnout Payment means any payment (whether in the form of cash, stock or a note) of the Earnout Payment Amount (as defined in the Target Merger Agreement).

Earnout Payment has the meaning set forth in Section 1.3(a)(i).

Earnout Payment as defined in Section 1.6(b).