Earn-Out Amount has the meaning set forth in Section 2.07(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
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).
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Earnout Payments has the meaning specified in Section 2.7.
Earnout Payment has the meaning set forth in Section 2.3(b).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Closing Cash Amount has the meaning set forth in Section 2.2.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Earn-Out Period has the meaning set forth in Section 2.5(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.
Earn-Out Consideration is defined in Section 2.5(c).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.
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.”
Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
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.