EBITDA Payment definition
Examples of EBITDA Payment in a sentence
Buyer shall also provide to Seller evidence, reasonably satisfactory to Seller, of Buyer’s ability to pay such portion (or all) of the EBITDA Payment Amount that becomes payable to Seller under Section 2.11.
To the extent Buyer has asserted indemnification claims hereunder or under the Other Acquisition Agreement that have not been satisfied or resolved (“Open Claims”) at the time that Buyer is obligated to pay any EBITDA Payment Amount hereunder, Buyer may offset the amount of such Open Claims against the EBTIDA Payment Amount.
The Six-Month EBITDA Payment shall be made, at the sole option of the Buyer, either in cash, common stock of the Buyer, or a combination thereof.
Parent shall pay the Second EBITDA Payment, if any, the Revenues Payment, if any, and any Strategic Objectives Payments achieved prior to the end of the Second Earnout Period within five (5) Business Days (in the case of the Shareholders and Healthcare Growth Partners, LLC) or within thirty (30) days (in the case of the Option Holders) following the date on which EBITDA for the Second Earnout Period is finally determined pursuant to Section 1.8(g).
By way of example only, if EBITDA for the Covered Business for the Covered Period is determined to be $12,250,000, the EBITDA Threshold is $11,175,000, the EBITDA Cap is $14,100,000 and the Maximum Potential Earnout Payment is $25,000,000, then the Earnout Amount would be equal to $9,188,034.19, calculated by multiplying (i) the Maximum Potential EBITDA Payment by (ii) $1,075,000 (the amount by which EBITDA exceeds the EBITDA Threshold) divided by $2,925,000 (the EBITDA Cap minus the EBITDA Threshold).
For the avoidance of doubt, if Actual EBITDA calculated based on a Final EBITDA Notice for any of the fiscal years ended December 31, 2013, 2014 and 2015 is less than eighty-five (85%) of Projected EBITDA for any such fiscal year, Buyer shall make no Yearly EBITDA Payment for such fiscal year.
If the Shortfall and the Shortfall Interest equals or exceeds the amount of the EBITDA Payment, and the Buyer has notified the Seller in writing that it is opting to offset the amount of the EBITDA Payment by the Shortfall and the Shortfall Interest, then no EBITDA Payment shall be made and, in such event, the Seller shall be liable for any amount in excess of the amount of the EBITDA Payment as of the time of such notice.
The Company’s failure to meet the minimum thresholds for an Earn-Out Payment and/or and Earn-Out Adjusted EBITDA Payment shall not entitle the Buyer to any offset or other form of payment from the Sellers under this Article III.
If during any fiscal year of the Buyer, the EBITDA exceeds One Hundred Thousand Dollars ($100,000.00), the Buyer shall pay to Seller an amount equal to one-third (1/3) of the amount by which EBITDA exceeds One Hundred Thousand Dollars (the "EBITDA Payment").
Upon determination of the amount of the EBITDA Payment, the Company shall prepare a schedule of the portion of the EBITDA Payment that shall be treated as interest for Purchaser’s review and comment.