Additional Earnout Sample Clauses

Additional Earnout. As set forth in this Section 2(f)(ii), the below contemplated payments are the “Additional Earnout.” (A) Commencing with the first full calendar quarter in which the Buyer collects revenues from commercial sales of the Theraclear Device, the Buyer shall pay to the Seller, on a quarterly basis, an amount equal to 20% of Gross Profit from U.S. sales until such time as the aggregate payments pursuant to this Section(f)(ii) equal $5,000,000.00; (B) Thereafter the Buyer shall pay to the Seller, on a quarterly basis, an amount equal to 15% of Gross Profits from U.S. sales until such time as the aggregate payments to the Seller pursuant to clause (A) above and this clause (B) equal $10,000,000.00; (C) Thereafter the Buyer shall pay to the Seller, on a quarterly basis, an amount equal to 10% of Gross Profits from U.S. sales until such time as the aggregate payments to the Seller pursuant to clauses (A) and (B) above and this clause (C) equal $20,000,000.00. At such time no additional payments will be made; and (D) Notwithstanding anything herein to the contrary In, the Buyer shall have no obligation to make any Additional Earnout payments to the Seller pursuant to this Section 2(f)(ii) following the seventh (7th) anniversary, of the Closing Date. (E) In addition, the Buyer shall pay to the Seller pursuant to this Section 2(f)(ii) following the seventh (7th) anniversary, on a quarterly basis, an amount equal to 25% of Non U.S. Gross Profits for four years from the Closing Date. (F) The Parties agree to treat any payment of any Additional Earnout as an adjustment to the Purchase Price for all purposes hereunder and all Tax purposes, except as otherwise required by applicable Law. (G) Notwithstanding anything to the contrary contained herein or in any Ancillary Agreement, the right of any Party to receive payment in respect of the Additional Earnout, together with each other right set forth in this Section 2(f)(ii), (A) is solely a contractual right and is not a security for purposes of any federal or state securities Laws, and (B) shall not be assigned (by operation of law, merger (whether as surviving or disappearing entity), consolidation, dissolution, or otherwise) or otherwise Transferred without the prior written consent of the Buyer and the Seller, and any such assignment or other Transfer in violation of the foregoing shall be null and void; provided, that, upon advance written notice to the Buyer, the Seller shall have the right to assign and transfer to the...
Sample 1
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Additional Earnout. (a) If (i) the Purchase Multiple with respect to an Acquired Interest is 15x or less and (ii) actual Basic ANI for the six month period ending on the applicable Determination Date is at least 90% of the projected Basic ANI for the same six month period in the July 2022 management forecast as set forth in Schedule B hereto, then CH will have the opportunity to receive an additional positive adjustment (an “Additional Earnout”); provided that, if the Determination Date is after March 31, 2027 (the final period in the forecast), then the comparison will be the Adviser’s actual Basic ANI for the last six months of its fiscal year ending March 31, 2027, relative to the Basic ANI shown in the forecast for the last six months of the fiscal year ending March 31, 2027. (b) The Additional Earnout applicable to the Acquired Interest will be reflected as an upward adjustment to the ten percent (10%) of Net Purchase Price limitation on the Earnout set forth in Section 5(d), by adding the Additional Earnout Percentage to such limitation. For purposes of this Section 6, “Additional Earnout Percentage” means (i) the lesser of 5% and (ii) (x) 50% multiplied by (y) the percentage points, or fractions thereof, by which actual Basic ANI relative to the applicable management forecast, using the same principles used in the forecast, exceeds 90%. For example, if Basic ANI is 95% of management’s forecast for the relevant period, then the Additional Earnout Percentage will be 2.5% and if Basic ANI is greater than or equal to 100% of management’s forecast for the relevant period, then the Additional Earnout Percentage will be 5.0% of the Net Purchase Price.
Sample 1
Additional Earnout. With respect to the 1999 Calendar Year only, additional consideration for the Assets will be paid to Seller (and after Seller's dissolution pro rata to the Shareholders) according to the following schedule ("Additional Earnout") if the 1999 EBIT Earnout Base is exceeded: Amount of Actual EBIT Over 1999 EBIT Earnout Base Payment of Additional Earnout ------------------------------------------------- ----------------------------- $1-50,000 10% of overage $500,001 - 100,000 15% of overage $100,001 or more 20% of overage
Sample 1
Additional Earnout. In the event that the Aggregate CPMRC Content Orders is greater than $6,300,000, the Purchaser shall pay to the Sellers, on the date on which the Earnout Amount for Earnout Year 2 would be paid by the Purchaser, in addition to the amounts paid by Purchaser to Sellers pursuant to Sections 1.3(b)(i)(B) and/or (C), an amount equal to the product of (1) the difference between the Aggregate CPMRC Content Orders minus $6,300,000 multiplied by (2) 0.50; provided, that in no event shall the aggregate Earnout Amount to be paid to the Sellers pursuant to this Agreement exceed $4,000,000.
Sample 1
Additional Earnout. As additional consideration for the Assets, with respect to each Fiscal Year for which EBIT exceeds the EBIT Earnout Base or the Adjusted EBIT Earnout Base (as the case may be) Buyer shall pay an amount equal to 31% of the excess (if any) of EBIT or EBIT Target, whichever is less, over the EBIT Earnout Base or Adjusted EBIT Earnout Base (as the case may be) for such Fiscal Year (the "Additional Earnout Payment"). Buyer shall pay any such amount to Seller and after Seller's dissolution to the Shareholders equally, subject if one or more of the Shareholders is terminated as an employee of Buyer to proration as follows: (i) if payment is to be made to Seller, such payment shall be prorated as of the date or dates of termination of one or both of the Shareholders, as the case may be, with Seller being entitled to a prorated payment with respect to each terminated Shareholder based on 16.5% of the aforesaid excess; and (ii) if
Sample 1

Related to Additional Earnout

  • Additional Payment In addition to any Spousal Support, in the event of Divorce: (check one)

  • Additional Expenses to be inserted if applicable.

  • Additional Payments If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 and/or Section 409A or other substitute or similar tax assessment (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), including the corresponding provisions of any succeeding law, with respect to any payments or benefits under Section 9 of this Agreement or Sections 7 or 8 or any other provision of this Agreement, including but not limited to this Section 12 or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, then, notwithstanding any other provisions of this Agreement, 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 the Excise Tax imposed on all such payments and benefits and of the federal, state and local income tax and Excise Tax imposed upon payments provided for in this Section 12, shall be equal to the payments and benefits due to the Executive hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Company. Each Gross-Up Payment shall be made to Executive or as provided in Section 16 hereof, upon the later of (i) five (5) days after the date the Executive notifies the Company of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment under this section shall be computed by a nationally recognized certified public accounting firm designated jointly by the Company and the Executive. The cost of such services by the accounting firm shall be paid by the Company. If the Company and the Executive are unable to designate jointly the accounting firm, then the firm shall be the accounting firm used by the Company immediately prior to the Change in Control.

  • Additional Costs, Etc Notwithstanding anything herein to the contrary, 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 Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is: (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or (iii) to require any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.

  • Additional Compensation Notwithstanding anything in this Memorandum of Understanding to the contrary when in the judgment of the Board, it becomes necessary or desirable to utilize the services of County employees in capacities other than those for which they are regularly employed, the Board may authorize and, if appropriate, fix an additional rate of compensation for such employees.

  • 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 Taxes In the event of the enactment after the date hereof of any law of the state in which the Property is located or of any other governmental entity deducting from the value of the Property for the purpose of taxing any lien or security interest thereon, or imposing upon Lender the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Borrower, or changing in any way the laws relating to the taxation of deeds of trust, mortgages or security agreements or debts secured by deeds of trust, mortgages or security agreements or the interest of the Lender, mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to adversely affect this Mortgage or the Debt or Lender, then, and in any such event, Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or liens, or reimburse Lender therefor; provided, however, that if in the opinion of counsel for Lender (a) it might be unlawful to require Borrower to make such payment, or (b) the making of such payment might result in the imposition of interest beyond the maximum amount permitted by law, then and in either such event, Lender may elect, by notice in writing given to Borrower, to declare all of the Debt to be and become due and payable in full thirty (30) days from the giving of such notice, and, in connection with the payment of such Debt, no prepayment premium or fee shall be due unless, at the time of such payment, an Event of Default or a Default shall have occurred, which Default or Event of Default is unrelated to the provisions of this Section 2.21, in which event any applicable prepayment premium or fee in accordance with the terms of the Note shall be due and payable.

  • 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 Payment Terms All payments must be made in U.S. dollars and delivered to us at any one of our branch offices or to the address shown on the monthly statement. If we receive your payment before 5:00 p.m. (Mountain Standard Time) on a business day, at the address shown on the front of your monthly statement or at any of our branch offices, we will credit your payment as of the date of receipt. All other payments will be credited to your Account on the next business day following receipt. We may accept late or partial payments as well as payments marked “PAID IN FULL” or other restrictive endorsements, without losing any of our rights under this Agreement and without such payments constituting full accord and satisfaction of the debt. If you make payments using personal checks, and your financial institution refuses to pay the check and returns it to us, you agree to pay a Return Payment Fee. If your loan Account balance is less than the minimum payment amount you must pay the entire balance. You may repay all or part of what you owe at any time. However, so long as you owe any amount you must continue to make your periodic minimum payment. Your minimum monthly payment will be allocated to your account in accordance with all applicable laws and regulations. Personal Identification Number. We will issue you a Personal Identification Number (“PIN”) to be used with your Card. You agree not to write this PIN on your Card, and not to carry your PIN with you at the same time as you carry your Card. We will treat any charge made by you using your Card and PIN as having been authorized by you. If you keep your PIN with the Card, we can refuse to reissue your Card. Change of Terms. We can change the terms of this Agreement, including all fees, other charges and Annual Percentage Rate, at any time, subject to applicable laws and regulations. Events of Default. You are in default if you fail to pay the minimum payment listed on each billing statement on time, file for bankruptcy, exceed your credit limit without our permission, or default on this or any other Nusenda Federal Credit Union Card Agreement you have with us. If you are in default, we may close your Account and require a shorter amortization of your account balance, subject to applicable laws and regulations. No notice is required. We may also declare the whole balance due if you die, if you make false or misleading statements on your application, or if other creditors attach or garnish your property. If you have given us a security interest in a share Account, share draft Account, or certificate of deposit, we may use the deposit amount to pay any amount you owe us. Collection Costs. If we have to refer collection of your Account to a lawyer (who is not our salaried employee), to the extent permitted by law, you will have to pay our attorney’s fee plus court costs and any other fees.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

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