Gross Profit definition
Examples of Gross Profit in a sentence
Gross Profit shall be calculated in accordance with U.S. GAAP applied consistently with the practices used in the Company Financial Statements delivered pursuant to Section 2.4(j), without giving effect to any changes in accounting principles, methods, estimates or policies implemented by Purchaser or its Affiliates after the Closing Date that would reasonably be expected to reduce Gross Profit.
The Performance Earn-Out for each Earn-Out Year shall equal the Applicable Percentage of Gross Profit in excess of the applicable Baseline Carve-Out Amount.
The Baseline Carve-Out Amount functions solely as a threshold for the Performance Earn-Out and does not affect the calculation of Gross Profit.
No Performance Earn-Out shall be payable for any Earn-Out Year unless the Gross Profit as a percentage of Qualifying Revenues achieved for such Earn-Out Year equals or exceeds the following minimum thresholds: (x) 55% for the 2026 Earn-Out Year; (y) 65% for the 2027 Earn-Out Year; and (z) 65% for the 2028 Earn-Out Year (the “Gross Margin Floor”).
Subject to satisfaction of the Gross Margin Floor, the Company Equityholders shall be entitled to receive the applicable percentage of Gross Profit in excess of the applicable Baseline Carve-Out Amount for each Earn-Out Year.