Initial Earnout Payment definition

Initial Earnout Payment has the meaning set forth in Section 2.6(b).
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Initial Earnout Payment shall have the meaning set forth in Section 2.2(e) of this Agreement.
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Initial Earnout Payment means the payment of the Initial Earnout Amount.
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Examples of Initial Earnout Payment in a sentence

  • For avoidance of doubt, the parties acknowledge and agree that only the Initial Earnout Payment shall be subject to Buyer’s right of offset as aforesaid and nothing in the immediately preceding sentence shall affect the timing of, or Seller’s right to receive, any Earnout Payment other than the Initial Earnout Payment.

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  • In connection with each Earnout Payment (other than the Initial Earnout Payment), Parent’s independent auditors shall determine and calculate the EBITDA for the Business for the First Supplemental Earnout Period or the Second Supplemental Earnout Period, as applicable, as well as the resulting First Supplemental Earnout Payment or Second Supplemental Earnout Payment, as applicable.

  • Notwithstanding anything herein to the contrary, as relates to the first $750,000 in accrued Earnout Payments (“Initial Earnout Payment”), such Initial Earnout Payment shall be held-back by Buyer and shall not be paid until twelve months after the Closing Date (“Initial Earnout Due Date”); provided, however, that Buyer shall have the right to offset against such Initial Earnout Payment any Damages owed by Seller to the Buyer as and to the extent set forth in Article XI.

  • Pursuant to Section 2.07, the Buyer shall holdback the Initial Earnout Payment to pay Damages and Buyer’s sole and exclusive remedy with respect to claims for indemnification under Sections 11.02(a)(i) and 11.02(a)(ii) shall be the holdback of the Initial Earnout Payment.

  • In light of Eligible Stockholders’ right to receive such Termination Payment Ratio in lieu of the Initial Earn-out Payment and/or Performance Earn-out Payment, as applicable, Eligible Stockholders shall have no right or expectation, and Buyer shall have no obligation whatsoever to continue the operations of the Company Business Unit following the Effective Time, if Buyer in its sole and complete discretion, determines to effect a Termination of the Company Business Unit.

  • Any payment of such costs made by Buyer shall result in a reduction (if such costs must be borne by Stockholders) of the Initial Earn-out Payment, Performance Earn-out Payment or Termination Payment, as may be applicable, by the amount of such costs paid by Buyer.

  • In order to satisfy a Claim Buyer may at its discretion (1) refrain from issuing an appropriate number of Holdback Shares (valued at the Signing Average Price) as an offset against a validly made Claim, (2) offset the Initial Earnout Payment that would otherwise be payable for the Holdback Period (if any) on a dollar for dollar basis or (3) refrain from issuing some portion of Holdback Shares and offset some portion of the Initial Earnout Payment in an aggregate amount equal to the Claim.

  • Following such final resolution of the Earn-out Calculation Dispute (or if applicable, the Initial Earn-out Payment Dispute, Performance Earn-out Payment Dispute or a dispute with respect to a Termination Payment Amount), Buyer shall make payment of the Initial Earn-out Payment, Performance Earn-out Payment (or, if applicable, a Termination Payment Amount), as appropriately adjusted for costs, within thirty (30) days of the final resolution of such dispute.

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Related to Initial Earnout Payment

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

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Earnout Payments has the meaning specified in Section 2.7.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Accrual Distribution Amount With respect to any Distribution Date on or prior to the Accretion Termination Date, an amount equal to the amount of the Accrued Certificate Interest on the Accrual Certificates that is added to the Certificate Principal Balance thereof on such Distribution Date pursuant to Section 4.02(h).

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • Net earned premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Delta Payment means as it is described in this Agreement.