Earnout Payments definition

Earnout Payments has the meaning set forth in Section 2.06(a).

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Earnout Payments means payments made by the Lead Borrower and/or any of its Restricted Subsidiaries under a contractual arrangement entered into with a seller in connection with the Acquisition or a Permitted Acquisition as part of the consideration given to such seller for such Acquisition or Permitted Acquisition where the amounts of such payments are based upon, and are dependent upon, the business acquired pursuant to such Acquisition or Permitted Acquisition achieving meaningful revenue, earnings or other performance target levels agreed upon in good faith by the Lead Borrower and such seller.

Earnout Payments means payment obligations of the Borrower or any Restricted Subsidiary owed in connection with an Acquisition permitted hereunder which are required to be made over a period of time and that are contingent upon the Borrower or any Restricted Subsidiary meeting financial performance objectives or similar payments.

Examples of Earnout Payments in a sentence

Notwithstanding anything to the contrary ([***]), no Earnout Payments shall apply to Buyer’s sales following the Closing of Lara System Products from existing inventory at Closing [***] to the extent that such Lara System Products are provided to customers or other end users on a no-charge basis (i.e., free of any fees).
Buyer may deduct from any future payments obligated to Seller (including Earnout Payments, Regulatory Milestone Stock Consideration and Sales Milestone Stock Consideration) any liquidated costs, losses, or attorneys' fees arising from an Excluded Liability that is actually paid or assumed by Buyer.
Within [***] following the conclusion of each Calculation Period, Buyer shall prepare and deliver to Seller a written statement certifying in good faith its calculation of the Earnout Payments due do Seller for such Calculation Period and containing a reasonably detailed description of the components of Buyer’s calculation for such Calculation Period (the “Earnout Calculation Statement”).
Effective as of December 31, 2042, all Earnout Payments for Products shall be reduced by 50% but shall continue for the commercial life of the Products.
Notwithstanding anything to the contrary, collectively the aggregate Purchase Price actually paid by Buyer under this Agreement shall not exceed $40,000,000.00 (Forty Million U.S. Dollars) in combined cash and stock value, including but not limited to: Initial Closing Consideration, Regulatory Milestone Stock Consideration, Sales Milestone Stock Consideration, Earnout Payments and any other payments to Seller (collectively, the “Maximum Purchase Price”).

More Definitions of Earnout Payments

Earnout Payments means, in connection with an acquisition of the business by a Consolidated Company, any payments agreed to be made to the sellers in said acquisition as a part of the purchase price, and which payments are based upon certain performance or other standards relating to the business which has been acquired.

Earnout Payments means any payments which any Credit Party is or shall be legally obligated to make to Ceci▇ ▇▇▇▇▇▇ ▇▇▇suant to the terms of Section 2(c)(iv) of that certain Employment Agreement dated as of May 18, 1999 by and among Star Bedding Products Limited, Ceci▇ ▇▇▇▇▇▇ ▇▇▇ Sleepmaster L.L.C.

Earnout Payments means, with respect to any period, all earnout payments and other forms of consideration (other than working capital and other similar purchase price adjustments) payable in respect of any Acquisition which payments were contingent as of the date of such Acquisition (and did not constitute a Cost of Acquisition at such date) but which become due and payable without contingency during such period.

Earnout Payments means the contingent liabilities and indebtedness incurred in connection with any Acquisition which became non-contingent and payable upon the occurrence of certain performance criteria set forth in the applicable Acquisition’s purchase documents.

Earnout Payments shall have the meaning assigned to such term in Section 6.08(c).

Earnout Payments means payments the Buyer is required to make to the Sellers and Phantom Plan Participants pursuant to Sections 2.7 and the Phantom Plan Payment Agreement.

Earnout Payments means collectively the First Earnout Payment, Second Earnout Payment, Third Earnout Payment, Fourth Earnout Payment and Fifth Earnout Payment.