Earn Back Sample Clauses

Earn Back. For any given Service Level Credit credited to Authority for a Service Level Failure, Contractor shall accrue an earn back equal to fifty percent (50%) of such Service Level Credit (each an “Earn Back”) if (a) the applicable Service Level is met or exceeded for at least six (6) consecutive calendar months after the month in which the applicable Service Level Failure.
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Earn Back. The Authority may consider allowing the Contractor the right to earn back service credits if they achieve or exceed Service Levels over a given period following an under-performance. Section C Pro – Forma / Example Schedule [Guidance: subject to the agreement of this schedule, the following definition(s) will need to be added to schedule 1]
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Earn Back. The duration of time for the Service Provider to recoup (or delay the refunding to the Customer) service credits by performing at or above the defined Service Level Target (SLT).
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Earn Back. If in any month Benaissance pays Service Level Credits for any failure to meet any Hosting Service Levels (but not any month in which it pays any Egregious Violation Service Level Credits) (such Service Level Credits are the “Earn Back Credits”), and for the next three (3) months Benaissance does not owe any Service Level Credits, then Benaissance will be credited with the Earn Back Credits to offset against any future Service Level Credits for that category (but not Egregious Service Level Credits). For clarity, the Earn Back Credits will not be paid in cash, and if this Statement of Work terminates with Benaissance having a balance in Earn Back Credits, such Earn Back Credits will expire and have no force or effect.
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Earn Back. If Xxxxx Systems credits Newco with a Service Level Credit and, in each of the next three (3) consecutive months, Xxxxx Systems exceeds the Service Level for the applicable Service, the Service Level Credit will be earned-back.
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Earn Back. If the Regulatory Escrow Account is released and paid to the Purchaser Indemnified Parties, then the following provisions shall apply:
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Earn Back. On the Calculation Date, the number of Underlying Shares held by the Fund (and, if this Warrant has been exercised in whole or in part by the Fund, the number of Shares obtained by the Fund upon exercise of this Warrant) shall be reduced by a number of Shares (the "Earn-Back Shares") determined on the basis of the Fund's IRR, as set forth below. At or prior to the Calculation Date, the Company shall notify the Fund of the Company's calculation of the number of Earn-Back Shares, and the Fund shall provide the Company with any information reasonably requested by the Company in connection with such calculation. If the Fund disagrees with the Company's calculation of the number of Earn-Back Shares, the Fund shall so notify the Company in writing within 10 days of receiving the Company's calculation, and, if the Fund and the Company do not agree on such calculation, then the Fund and the Company shall promptly appoint a mutually acceptable qualified independent accountant to determine the number of Earn-Back Shares. If such parties shall be unable to agree on such an accountant within 20 days of the receipt by the Fund of the Company's calculation, the number of Earn-Back Shares shall be determined by a panel of three independent accountants, one of whom shall be selected in good faith by the Company, another of whom shall be selected in good faith by the Fund, and the third of whom shall be selected by such other two accountants or, if such accountants shall be unable to agree upon a third accountant within 10 days of the selection date of the second of such two accountant, by the American Arbitration Association; provided, that if either party fails to select its accountant within 10 days after the expiration of the time period for selecting a single accountant, then the number of Earn-Back Shares shall be determined solely by the accountant selected by the other party. The accountant or accountants appointed pursuant to the foregoing procedure shall be instructed to determine the number of Earn-Back Shares within 30 days after the final appointment of all accountants, and such determination shall be final and binding upon the parties. If three accountants shall be appointed, then (a) if the median of the determinations of the accountants is an amount that is equal the mean of such determinations, then such mean shall constitute the determination of the accountants, and otherwise (b) the determination of the accountant that shall differ most from the other tw...
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Earn Back. SANDAG may return a portion of collected damages or reduce the amount of the Service Level Credit Pool, as an incentive payment to Contractor in the event Contractor is able to achieve the agreed upon Service Level for two consecutive Service Periods following the effective date of the Service Level Agreement. This section does not obligate SANDAG to return damages or reduce the pool.
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Earn Back. ‌ ◼ For the six consecutive months after the month in which the fee reduction was incurred, if the Vendor exceeds the missed critical service-level requirement each measurement period by the midpoint between the performance target and perfection during the measurement period, an earn back, in the form of a one-time only fee increase that is equal to 100% of the assessed fee reduction, will be paid in the next scheduled payment. For example, if the Vendor missed a critical SLR with a performance target of 95%, the next six (6) months performance would have to be at or above 97.5% for the earn back criteria to be met (97.5% being the midpoint between the current target of 95% and 100% (perfection)). ◼ If during the earn back period the critical SLR was not met and a fee reduction assessed, the earn back opportunity for the original SLR failure is no longer available and the earn back time frame is reset.
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Related to Earn Back

  • Earn-Out Payment On or before each of September 15, 2003 and September 15, 2004, Buyer shall calculate the Revenue (as defined below) for the prior twelve (12) month period ending July 31 (each an "Earn Out Period") attributable to the Business, and deliver a notice of the calculation (together with the details of such calculation, including a line item for each element thereof) to Seller. As used in this Agreement, the "Business" means the products sold (together with services provided in connection therewith) by Company at the time of Closing (without regard to product name changes or the like) and listed on Schedule 1.2(b) (solely for purposes of this Section 1.2, the "Products"), and each subsequent version of any such software product introduced during the Earn Out Periods. The Revenue shall be calculated in accordance with generally accepted accounting principles, applied on a consistent basis and consistent with past Company practices (including practices relating to foreign currency conversion), subject to the adjustments set forth in paragraph (c) below. In the event the Revenue for the one-year period ending on July 31, 2003 is greater than $7,295,851 (the "First Threshold"), One Million Dollars ($1,000,000) (the "First Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2003. In the event the Revenue for the one-year period ending July 31, 2004 is greater than $7,295,851 (the "Second Threshold"), an additional one million dollars ($1,000,000) (the "Second Earn Out Payment") of the Purchase Price will be paid in cash to the Seller on September 15, 2004. Neither the First Earn Out Payment nor the Second Earn Out Payment may be increased, decreased, or prorated. If either the First Earn Out Payment or the Second Earn Out Period is not earned with respect to the year to which it relates, it expires and cannot be paid in a later year regardless of Revenue in that later year. Except for the obligations of Buyer and Company set forth in Section 1.2(e), nothing herein shall in any way limit or restrict Buyer's or Company's business practices or decisions following the Closing, provided that those practices and decisions are not solely for avoiding payment of the Earn Out.

  • Earn-Out As part of the Purchase Price payable hereunder, Purchaser shall pay to Seller $3,000,000 (the “Earn-Out Payment”) in cash as an earn-out payment to be determined as follows: (a)The Earn-Out Payment shall be based on the outstanding principal balance (including Poolable Advances) of Mortgage Loans that are issued by the Company into GNMA HMBS pools for securitization of Mortgage Loans for the six-month period ending on December 31, 2013, as set forth on the production reports produced by management of the Company for such period. If the Company issues a number of such Mortgage Loans during such six-month period with an aggregate outstanding principal balance (including Poolable Advances) of at least $659,389,000, Purchaser shall pay to Seller $3,000,000 in cash in accordance with Section 3.5(b) below. 18 (b)No later than 30 days after the end of the period on which an Earn-Out Payment is based or the Closing occurs, whichever is later, Purchaser will deliver to Seller a notice (the “Earn-Out Notice”) setting forth Purchaser’s calculation of the outstanding principal balance (including Poolable Advances) of Mortgage Loans that were issued by the Company into GNMA HMBS pools for securitization of Mortgage Loans for the applicable period. If Seller is entitled to the Earn-Out Payment, Purchaser shall make the Earn-Out Payment within 10 Business Days after delivery of the Earn-Out Notice. If Seller is not entitled to the Earn-Out Payment, and Seller disagrees with the Purchaser’s calculation, Seller shall notify Purchaser no later than 15 days after the Earn-Out Notice is delivered of its objections and the basis therefor in reasonable detail. Failure of Seller to notify Purchaser of disagreement with the matters set forth in the Earn-Out Notice within 15 days after delivery of the Earn-Out Notice shall be deemed to be concurrence. If an objection is made, Purchaser and Seller will negotiate in good faith to reach an agreement regarding the matters in dispute. Purchaser shall provide Seller and its Affiliates and their authorized Representatives with reasonable access to the relevant books, records, facilities, employees and representatives of the Company reasonably requested by Seller to evaluate and assess the calculation of the Statements, in each case subject to the terms and conditions set forth in Section 6.2. If Seller and Purchaser are unable to resolve such dispute within 30 days, the disputed item(s) shall be submitted to a neutral and impartial, nationally recognized certified public accounting firm. If the report of such accounting firm concludes that Seller is entitled to the Earn-Out Payment, Purchaser shall make such payment within 10 Business Days of the issuance of the report, plus interest on such amount from the date the Earn-Out Payment would have originally been required to have been made up to but excluding the date on which such payment is made at a rate per annum equal to the Federal Funds Rate as of the Closing Date, calculated on the basis of a year of 360 days and the actual number of days elapsed. Any payment under this Section 3.5(b) shall be made by federal funds wire transfer of immediately available funds to the account(s) of Seller, which account(s) shall be identified by Seller to Purchaser as soon as practicable following the determination of the amount of the Earn-Out Payment. (c)Purchaser shall cause the Company to operate in the pre-Closing Ordinary Course, without accelerating or delaying or otherwise deviating in any material respect from the historical securitization practices prior to the Closing Date, from the Closing Date through December 31, 2013. (d)For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, (i) Purchaser shall have the right to set off the amount of any payments owed to Seller pursuant to this Section 3.5 against any indemnification payment owed to a Purchaser Indemnified Party in accordance with Article X. Section 3.6

  • Earnout The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (i.e. $2,386,109) by .082251 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 20,294 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the estimated aggregate Operating Expenses for the Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the lease shall be deemed to have been executed by Purchaser as of the sixth (6th) business day following Purchaser’s receipt of same.

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Earnout Payment In addition to the Closing Payment Shares, if Madhouse meets certain performance requirements during a three-year performance period ending December 31, 2022 as set forth on Schedule II (the “Earnout Provisions”), then the Purchaser shall make the one-time payment (the “Earnout Payment”) determined in accordance with the Earnout Provisions, payable to the Seller and the long-term incentive plan (described below). As set forth in more detail in, and subject to, the Earnout Provisions, the Earnout Payment will be made in the form of (a) the Purchaser issuing to the Seller additional Purchaser Common Shares (the “Earnout Payment Shares”) in the amount calculated pursuant to the Earnout Provisions, (b) a cash payment, (c) a subordinated promissory note issued by the Purchaser to the Seller, or (d) a combination of the foregoing payment methods. The Earnout Payment shall be made by the Purchaser within five (5) Business Days after a final determination of payment due to the Seller pursuant to this Section 3.1. The Purchaser hereby covenants and agrees to perform its obligations set forth in the Earnout Provisions and to maintain the highest number of Purchaser Common Shares potentially issuable under the terms of the Earnout Provisions (which number shall not be less than 22,200,000) available for issuance with respect to Earnout Payment Shares without any restriction or limitation thereof, at all times after the Closing until all of the payment obligations set forth in the Earnout Provisions have been satisfied or have expired. The amount of the Earnout Payment (i) is subject to reduction as set forth in the Earnout Provisions and Article VIII and, (ii) as set forth in the Earnout Provisions, has been partially and irrevocably assigned by Seller to fund a long-term incentive plan to be established for the benefit of designated individuals employed by or associated with the Group Company business, in a manner that shall be determined in Seller’s discretion, provided that Seller shall not receive any portion of such assigned Earnout Payment.

  • Closing Fees Borrower shall have paid to Administrative Agent for the ratable benefit of each Bank, and shall have paid to Administrative Agent and its Affiliates (for its own account), the fees to be paid on the Closing Date pursuant to Section 3.12.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Contingent Payment Notwithstanding anything in this Agreement to the contrary, if any of the Properties are sold by Buyer within twelve (12) months after the Closing Date, Buyer shall pay to Seller an amount equal to five percent (5%) of the Consideration allocated to such Property. The Deeds shall contain a deed restriction granting Seller the right to receive such additional sum from Buyer.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

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