Additional Earn-Out Sample Clauses

Additional Earn-Out. ATS has submitted a proposal (the “Hawaiian Proposal” to the United States Air Force Pacific Rim Engineering Technical Service. If ATS is awarded the contract related to the Hawaiian Proposal on or before October 31, 2006 then the Shareholders shall be entitled to the “2007/2008 Additional Earn Out” (as hereinafter defined). If ATS is awarded the contract related to the Hawaiian Proposal after October 31, 2006, but prior to April 30, 2008, then ATS may be entitled to the “2008 Additional Earn Out” described below. If ATS is awarded the contract related to the Hawaiian Proposal after April 30, 2008, then ATS shall not be entitled to any additional earn out. In no event shall the aggregate 2007/2008 Additional Earn Out or the 2008 Additional Earn Out exceed Twenty Four Million Dollars ($24,000,000).
Sample 1
AutoNDA by SimpleDocs
Additional Earn-Out. Provided not more than 35% of the Designated Employees are dismissed for cause or resign prior to the payment of each relevant Earn Out, the Company (or its designated successor) shall be entitled to an Additional Earn-Out until the Second Anniversary calculated as follows:
Sample 1
Additional Earn-Out. In addition to the Contribution Price payable to the applicable Xxxxxx Parties under this Agreement, in the event that on or before the date which is the third anniversary of the Closing Date, (x) Tower Two is acquired by BPLP or (y) BPLP enters into a binding agreement to acquire Tower Two and thereafter acquires Tower Two pursuant to such binding agreement; (as any such acquisition may or may not be made in the sole discretion of BPLP, and on terms and conditions satisfactory to BPLP in its sole discretion) the Existing Partners which are partners in the Property Owner which owns fee title to Tower One shall receive from BPLP on the date of such acquisition and as additional consideration for the conveyance of Tower One to the BPLP, an amount, if any, equal to the Tower 1 Additional Earn-Out calculated in accordance with the formula set forth on Exhibit 6D attached hereto. All such additional consideration shall be paid in the manner and in proportion to the allocation of the Assigned Value to the Existing Partners of the Property Owner that owns Tower One (as set forth on Schedule D), such that each such Existing Partner of the Property Owner shall receive its proportionate share of the Tower 1 Earn-Out in cash and Units, as applicable based on the form of consideration it received at Closing. Notwithstanding the foregoing, in lieu of any Preferred Units that would otherwise be issued to such an Existing Partner pursuant to this clause (i) there shall be issued an amount of Common Units sufficient to satisfy the obligation based upon the then current market value of such Units at the time delivered (based upon the volume-weighted average of the daily Closing Price for each of the twenty (20) consecutive trading days commencing twenty-two (22) trading days before any date of determination).
Sample 1
Additional Earn-Out. Buyer shall pay Seller additional consideration (the "Additional Earn-Out") in the event the Metier Division meets or exceeds certain aggregate revenues and EBIT targets for the 2000 Xxxx-Xxx Xxxr and the 2001 Earn-Out Year. The Additional Earn-Out will be paid in one installment after the 2001 Earn-Out Year and in accordance with the terms of Section 1.7(e). If each of the following conditions are satisfied:
Sample 1
Additional Earn-Out. (1) In addition to the Base Earn-Out, in the event Buyer's Net Income, Before Taxes (as determined by Buyer within 45 days of December 31 of its applicable fiscal year end) for its 2005 fiscal year, 2006 fiscal year, 2007 fiscal year, 2008 fiscal year and 2009 fiscal year exceeds the Annual Target for the fiscal year, as set forth below, Seller shall be entitled to an additional earn-out payment equal to 25% of such excess up to a maximum of $40,000 for each such fiscal year. Fiscal Year Annual Targets (#1) ----------- ------------------- 2005 $120,000 2006 $420,000 2007 $620,000 2008 $680,000 2009 $740,000 For illustrative purposes only, in the event Buyer's Net Income, Before Taxes for its 2006 fiscal year is $600,000, Seller shall be entitled to an additional earn-out payment equal to $40,000. In the event Buyer's Net Income, Before Taxes for its 2006 fiscal year is $450,000, Seller shall be entitled to an additional earn-out payment equal to $7,500.
Sample 1
Additional Earn-Out. In the event that the Culinary Group secures an additional New York State Agency Agreement in 2010 that provides the Culinary Group with (i) an ongoing contract term of not less than five (5) years, (ii) minimum guaranteed revenue of not less than $1.5 million per year (i.e., $7.5 million in aggregate) commencing in 2010, and (iii) an incremental $450,000 in 2010 Pre-Tax Income, and as result thereof, the Pre-Tax Income for the 2010 Fiscal Year shall be greater than $2,100,000, then and in such event Oaktree shall pay or shall cause ETI to pay to Monaco and Kxxxxx (in equal $375,000 amounts), as additional Purchase Price for the Membership Interests, the aggregate sum of Seven Hundred and Fifty Thousand ($750,000) Dollars (the “Earn-Out”). If payable, such Earn-Out shall be paid in cash by wire transfer of immediately available funds by a date which shall be not later than December 31, 2011 (the “Earn Out Payment”). In the event that the Culinary Group does not secure an additional New York State Agency Agreement in 2010 that meets the criteria set forth in this Section 1.6(b), no Earn Out Payment shall be payable to Monaco and/or Kxxxxx at any time in the future.
Sample 1
Additional Earn-Out. Seller shall also be entitled to an additional earn-out (the "Additional Earn-out") equal to (a) the number of BiliCals sold in the BiliCheck Business in a calendar year following the Closing (with calendar year 2003 for this purpose beginning on the Closing Date and ending on December 31, 2003) minus the Base Amount, multiplied by (b) [*]. The Additional Earn-out will be calculated and paid on a calendar year basis, with the Additional Earn-out for the Applicable Year being due and payable by March 31 of the immediately succeeding calendar year. "Base Amount" means for calendar year 2003, [*] which is [*] multiplied by a fraction, the numerator of which is the number of days remaining in calendar year 2003 beginning on and including the Closing Date and the denominator of which is 365. The "Base Amount" for each of the succeeding calendar years beginning with calendar year 2004, shall be [*] which is the sum of (x) [*], the number of BiliCals sold by Seller during the entire calendar year 2002 to persons other than Buyer plus (y) [*], the number of BiliCals sold by Buyer during the entire calendar year 2002. The Additional Earn-out shall be payable for each calendar year through and including calendar year 2007; provided, however, in no event shall Buyer be required * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED to pay Seller more than Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) in Additional Earn-out. In determining the Base Amount Buyer and Seller have, and in determining the number of BiliCals sold in the future, Buyer and Seller shall, for purposes of this Section 2.4, count as BiliCals sold, BiliCals which are included as part of a package of bundled products, whether or not an individual value is assigned to the BiliCals. BiliCals given away without charge other than as part of a package of bundled products, e.g., samples, have not been counted as BiliCals sold in the Base Amount, nor may they be counted in the calculation of BiliCals sold in the future.
Sample 1
AutoNDA by SimpleDocs

Related to Additional Earn-Out

  • Additional Payment (a) If, notwithstanding the provisions of Section 8(a)(ii), but subject to subsection (b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 23 shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

  • Additional Gross-up Amounts If, despite the initial conclusion of Railway and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a “Non-Parachute Item”), it is later determined (pursuant to subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final IRS determination or judgment of a court of competent jurisdiction or Railway’s independent auditors) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by Railway or the Executive pursuant to Paragraph 7(h) or Paragraph 7(i), as applicable, then Railway shall pay the Executive an amount (which shall also be deemed a Gross-up Payment) equal to the product of:

  • Earn-Out Nothing in this Agreement shall affect Executive's right to Earn-Out payments under the Stock Purchase Agreement.

  • 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.

  • Additional Payments Any sums expended by Agent or any Lender due to any Borrower’s failure to perform or comply with its obligations under this Agreement or any Other Document including any Borrower’s obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers’ Account as a Revolving Advance and added to the Obligations.

  • Earn-Out Payment As part of the Consideration, the Acquirer shall cause the REIT to pay to the Contributor (or its designee), within sixty (60) days after the "Calculation Date" (as defined below), an amount equal to the Earn-Out Payment (as calculated below); provided, however, that the amount of the Earn-Out Payment shall not exceed $1,800,000. If during the period beginning on the date on which the Project is open for business and available for use by paying overnight guests and ending on the date which is thirty-six (36) full calendar months after the last day of the month in which such opening date occurs (the "Calculation Date") the cumulative "Operating Profit" for the Project (as that term is defined in that certain Management Agreement to be entered into as of Closing (the "Management Agreement") between the TRS Affiliate (as defined below) and Crestline Hotels & Resorts, Inc.) is more than $9,500,000, then the Earn-Out Payment shall be equal to fifty percent (50%) of the difference between (a) the actual amount of the cumulative Operating Profit (as of the Calculation Date) for such 3-year period, and (b) $9,500,000. In the event the cumulative Operating Profit for such 3-year period is $9,500,000 or less, then no Earn-Out Payment shall be payable. If the Contributor is entitled to the Earn-Out Payment pursuant to this Section 1.3, then the Contributor (or its designee) shall receive the Earn-Out Payment in the form of Units, provided the Contributor (or its designee) continues to be an "accredited investor" as described herein. The number of Units delivered to the Contributor (or its designee) shall be equal to the calculated amount of the Earn-Out Payment divided by the average closing price per Common Share of the REIT for the twenty (20) trading days immediately preceding the Calculation Date.

  • Additional Fees The Borrower has agreed to pay to the Administrative Agent and the Arranger additional fees, the amount and dates of payment of which are embodied in the Fee Letter.

  • Additional Bonus Executive shall be eligible for such year-end bonus, which may be paid in either cash or equity, or both, as is awarded at the discretion of the Compensation Committee of the Board of Directors of the Company after consultation with the Company's Chief Executive Officer.

  • Additional Costs, Etc If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:

  • Additional Equity For the avoidance of doubt, to the extent the Company exercises its call rights under Section 2.3, the Company shall also issue to the Backstopper, at the Closing, the Origination Fee and the Warrants.

Time is Money Join Law Insider Premium to draft better contracts faster.