Earn-Outs definition
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-Outs means, with respect to any Person, obligations of such Person arising from Permitted Acquisitions or other Investments permitted hereunder which are payable to the sellers thereunder in their capacity as such based on the achievement of specified financial results or other criteria or milestones over time.
Earn-Outs means, with respect to a Permitted Acquisition or any other acquisition of any assets or Property by any Group Member permitted hereunder, that portion of the purchase consideration therefor and that portion of all other payments and liabilities (whether payable in cash or by exchange of Equity Interests or of any Property or otherwise), directly or indirectly, payable by any Group Member in exchange for, or as part of, or in connection with, such Permitted Acquisition or such other acquisition, as the case may be, that is deferred for payment to a future time after the consummation of such Permitted Acquisition or such other acquisition, as the case may be, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, Earn-Outs and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business.
Examples of Earn-Outs in a sentence
The Borrower will use the proceeds of the Initial Term Loans and the Equity Contribution to finance the Transactions, to finance the Specified Earn-Outs (including the funding of the Specified Earn-Out Account for the purpose of financing future payments of the Maverick Earn-out) and, to the extent of any excess, to fund the ongoing working capital and other general corporate activity of the Loan Parties.
It is understood that during Year 1 or Year 2, Parent expects to cause Purchaser to merge with Charlotte or combine Seller's operations with Charlotte which shall have an impact on the Earn-Outs.
Buyer shall pay to Sellers’ the Earn-Outs in accordance with Schedule 3.4.
If at any time the Company issue shares of Common Stock pursuant to the Earn-Outs, the Partnership shall issue to the Company additional Partnership Units equal to the number of shares of Common Stock so issued, it being agreed that such Partnership Units shall be issued notwithstanding that no proceeds are received by the Company with respect to such issuance.
Allocations, such dispute shall be resolved by Grant Thornton in the manner ▇▇▇▇▇▇▇▇ ▇▇ ▇▇solve any disputes with respect to the calculation of EBITDA or Earn-Outs in Section 4.02(a).
More Definitions of Earn-Outs
Earn-Outs means any obligations of any Credit Party to pay any earn-out or other contingent payment amounts constituting the payment of deferred purchase price with respect to any acquisition of a business (whether through the purchase of assets or Capital Stock or whether by merger. consolidation or amalgamation) and any other similar arrangements.
Earn-Outs means any obligations by Company or any of its Subsidiaries to pay any amounts constituting the payment of deferred purchase price with respect to any acquisition of a business (whether through the purchase of assets or shares of capital stock), the amount of which payments is calculated on the basis of, or by reference to, bona fide financial or other operating performance of such business or specified portion thereof or any other similar arrangement.
Earn-Outs with respect to any Person, obligations of such Person arising from a Permitted Acquisition which are payable to the seller based on the achievement of specified financial results over time. The amount of any Earn-outs at any time for the purpose of this Agreement shall be the amount earned and due to be paid at such time.
Earn-Outs means, with respect to a Permitted Acquisition or any other Investment or acquisition of any assets or Property by any Group Member, that portion of the purchase consideration therefor and that portion of all other payments and liabilities (whether payable in cash or by exchange of Equity Interests or of any Property or otherwise), directly or indirectly, payable by any Group Member in exchange for, or as part of, or in connection with, such Permitted Acquisition or such other acquisition, as the case may be, that is deferred for payment to a future time after the consummation of such Permitted Acquisition or such other acquisition, as the case may be, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, earn-outs and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business.
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 underlying target.
Earn-Outs means unsecured liabilities of a Person arising under an agreement to make any deferred payment as a part of the purchase price of 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-Outs means any performance-based payment undertaking incurred in relation to any acquisition made by a Group Company.