Out Payment definition
Examples of Out Payment in a sentence
If Seller timely delivers an Earn Out Calculation Objection Notice, Buyer and Seller shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the Revenue and the Earn Out Payment for the applicable Calculation Period.
During the Review Period, Seller and its Representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices, upon reasonable prior notice and solely for purposes reasonably related to the determinations of Revenue and the resulting Earn Out Payment.
Buyer shall pay to Seller the applicable Earn Out Payment in cash by wire transfer of immediately available funds.
If Seller fails to deliver an Earn Out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn Out Calculation set forth in the Earn Out Calculation Statement shall be final and binding on the parties hereto, and the Earn Out Payment shall be immediately due and payable.
Exhibit C to the Joint Issues and Reverse Earn Out Payment Agreement shall have been agreed upon by the parties thereto, and the Joint Issues and Reverse Earn Out Payment Agreement shall have been executed and delivered by all such parties.
No Revenue increases or reductions resulting from transfers into or out of Company’s business unit by Purchaser, or expense increases or reductions due to Purchaser’s assumption of any portion of the Company’s infrastructure will be included in the Earn- Out Payment calculation.
For the avoidance of doubt and by way of example, if the conditions precedent to the payment of the Earn Out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn Out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn Out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn Out Payment for the first Calculation Period.
The Purchase Price and each Earn Out Payment shall be paid in RUR in immediately available funds to the Seller Bank Accounts and shall be paid by the Purchaser to the Sellers net of any Taxes that the Purchaser is required to pay on behalf of the Sellers in connection with the sale and purchase of the Shares.
The Earn Out Payment under Section 3.1 (ill) above shall not be included in any match of the Highest Competing Bid by Buyer.
Each Earn Out Payment shall be made by the Purchaser, subject to the adjustments provided herein, to the Sellers pro rata based on their respective ownership levels in the Company immediately prior to Completion.