Final Earnout Payment definition

Final Earnout Payment means the applicable Earnout Payment, as finally determined pursuant to Section 3.6.
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Final Earnout Payment means (a) if Seller’s first Earnout Notice specifies that Seller is electing to receive two (2) Earnout Payments, the second Earnout Payment; or (b) if Seller’s first Earnout Notice does not specify that Seller is electing to receive two (2) Earnout Payments, the first (and only) Earnout Payment.
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Final Earnout Payment has the meaning ascribed to this term in Schedule 2.1(d);
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Examples of Final Earnout Payment in a sentence

  • Within five (5) Business Days following the determination of each Final Earnout Payment in accordance with Section 3.6 below, the Purchaser shall pay to the Shareholders an amount equal to the Earnout Payment, if any, in cash.


More Definitions of Final Earnout Payment

Final Earnout Payment means with respect to each Earnout Payment, the Earnout Payment: (1) as shown in Alarm’s calculation thereof if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.4(d); or (2) if such a notice of disagreement is delivered, then: (A) as agreed by the Stockholder Representative and Alarm pursuant to Section 2.4(d) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.4(d); provided, however, that in no event shall any Final Earnout Payment be less than Alarm’s calculation of the applicable Earnout Payment or more than the Stockholder Representative’s calculation of the applicable Earnout Payment delivered pursuant to Section 2.4(d); (iv) “Software Revenue” shall mean revenue, as determined in accordance with GAAP, derived from the Company’s energy management and demand response software platform only if such related software is hosted on servers controlled by the Company, including but not limited to: (A) platform and software service and license fees for use of Company’s platform, and (B) revenue received for demand response aggregation, energy efficiency, and grid stability services, and (C) premium and other service or subscription fees for customers with devices connected to or controlled by or with accounts on Company’s platform, and shall expressly exclude any revenue derived from non-core software, including consulting, advertising, promotion and one-time data services; (v) “Total Revenue” shall mean the total revenue of the Company for the applicable period as determined in accordance with GAAP; and (vi) “Total Revenue Operating Projections” shall mean the Total Revenue projections for the applicable year set forth in the projections attached as Schedule 2.4(e).
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Final Earnout Payment has the meaning set forth in Section 2.4(e).
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Final Earnout Payment means the applicable Earnout Payment, if any, set forth on the Final Earnout Calculation Statement.
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Related to Final Earnout Payment

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

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

  • Delta Payment means as it is described in this Agreement.

  • Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.

  • Payment Amount as defined in Section 3.5.

  • AHYDO Catch-Up Payment means any payment, including payments made on subordinated debt obligations, in each case to the extent such payment is necessary to avoid the application of Section 163(e)(5) of the Code.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

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

  • Interim Payment has the meaning specified in Section 10.1.

  • 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:

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

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

  • Upfront Payment has the meaning set forth in Section 4.1.

  • 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.

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • Final Payment is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.

  • Net Earned Premium as used herein is defined as gross earned premium of the Company for the classes of business reinsured hereunder, less the earned portion of premiums ceded by the Company for reinsurance which inures to the benefit of this Contract and less dividends paid or accrued.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Completion Payment means the payment for the 20% of the Charges for each Apprenticeship that under the ESFA Rules is only paid once an Apprentice takes their end point assessment, including as the case may be Apprenticeships funded by Transferred Levy Funds;

  • Annual Payment The total amount payable to the Settlement Fund Administrator by the Settling Distributors on the Payment Date each year, as calculated by the Settlement Fund Administrator pursuant to Section IV.B.1.e. For the avoidance of doubt, this term does not include the Additional Restitution Amount or amounts paid pursuant to Section X.

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;