Remaining Earn-out Amount definition

Remaining Earn-out Amount means the Ultimate Earn-out Amount, less the aggregate sum of all Earn-out Payments paid by Buyer to Seller as of the date of determination.
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Remaining Earn-out Amount means the Maximum Earn-out Amount, less the aggregate sum of all Guaranteed Payments and Earn-out Payments paid or owing by Buyer as of the calculation date set forth in Section 1.05(b)(i).
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Remaining Earn-out Amount means $275,000; provided, however, that this amount shall be reduced by: (A) $25,000 if Buyer makes one or more pre-payments (i.e., payments in addition to the regularly scheduled monthly payment) under the New Note in the aggregate amount of $250,000 after December 31, 2009 but on or before June 30, 2010, or (B) $50,000 if Buyer makes one or more pre-payments (i.e., payments in addition to the regularly scheduled monthly payment) in the aggregate amount of $225,000 on or before December 31, 2009, in each case which reduction of the principal amount shall be deemed automatically effective as of the date of receipt of the applicable aggregate amount.
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Related to Remaining Earn-out Amount

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

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

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

  • 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.

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

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

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

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

  • 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.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Formula Principal Distribution Amount means, as of any Remittance Date, the sum of:

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.

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

  • M1 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Senior Certificates after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M1 Certificates immediately prior to such Distribution Date exceeds (y) the M1 Target Amount.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Benefit Amount shall have the meaning set forth in Section 20.12 hereof.

  • M3 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Senior Certificates and the Class M1 and Class M2 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M3 Certificates immediately prior to such Distribution Date exceeds (y) the M3 Target Amount.

  • 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.

  • M2 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Distribution Date, the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class A and Class M1 Certificates, in each case after giving effect to distributions on such Distribution Date and (ii) the Class Principal Amount of the Class M2 Certificates immediately prior to such Distribution Date exceeds (y) the M2 Target Amount.

  • Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for 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.”

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.