Year Two Earnout Amount definition

Year Two Earnout Amount means an amount equal to the sum of all Year Two Incremental Charges; provided that (x) if Revenues of the PC for Year Two is less than 90% of Revenues of the PC for the year ended December 31, 2006, the Year Two Earnout Amount shall be zero and (y) if the PC or the Partnership is required to return or refund all or a portion of any Year Two Incremental Charge, the Year Two Earnout Amount shall be reduced by the aggregate amount of such returns or refunds (as adjusted by the multiple used in calculating the Year Two Charge).
Sample 1
Year Two Earnout Amount means (i) the difference between (A) the Earnout Period Revenue recognized under GAAP methodology (less any reasonable reserve for doubtful accounts) in Year Two minus (B) the Closing Date Revenue Amount, with such difference then divided by (ii) the Revenue Growth Amount, and the product of which is multiplied by (iii) the Maximum Year Two Annual Earnout Amount.
Sample 1

Examples of Year Two Earnout Amount in a sentence

  • No later than 90 days following the end of each applicable Earnout Period, Parent shall prepare and deliver to Seller a statement (each, an “Earnout Statement” and collectively, the “Earnout Statements”) setting forth in reasonable detail its calculation of the Year Two Earnout Amount or Year Three Earnout Amount, as applicable and including such items included in the calculation thereof, and the corresponding Earnout Transaction Consideration earned for such Earnout Period.

Related to Year Two Earnout Amount

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

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

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

  • 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 has the meaning set forth in Section 2.9(a).

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

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

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

  • M1 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 70.00% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • 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.

  • M5 Target Amount With respect to any Distribution Date an amount equal to the lesser of (a) the product of (i) 93.30% and (ii) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (1) the Aggregate Loan Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (2) the Overcollateralization Floor.

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

  • M3 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 85.50% and (ii) the Pool Balance for such Distribution Date and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date exceeds (ii) 0.50% of the Cut-off Date Balance.

  • 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 Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).

  • 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.”

  • M2 Target Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the product of (i) 65.70% minus the Additional Required Enhancement Percentage and (ii) the Pool Balance for such Distribution Date determined as of the last day of the related Collection Period and (b) the amount, if any, by which (i) the Pool Balance for such Distribution Date determined as of the last day of the related Collection Period exceeds (ii) 0.50% of the Cut-off Date Balance.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Offset Amount means the amount or amounts which the Joint Venturers may be entitled to offset against future royalty payments pursuant to subclause (3) of this Clause;

  • 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:

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • First Year means the intake group of Students for the most junior class or year in a school.

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