Additional Earnout Sample Clauses

Additional Earnout. As set forth in this Section 2(f)(ii), the below contemplated payments are the “Additional Earnout.”
Sample 1Sample 2
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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. (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.
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 (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 Expenses The Underwriter will pay all expenses (e.g., shipping, postage and courier costs) associated with the delivery of the Prospectus to prospective investors and investors, other than the costs of delivery to the Underwriter's facilities, provided, that if courier services (other than overnight delivery services utilized in the ordinary course of business) are required to ensure that the Prospectus is delivered to investors on the day immediately preceding the Closing Date, the Company will pay such courier expenses. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Underwriter and the Company. Very truly yours, SALOMON SMITH BARNEY INC. Xx:______________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof. GE CAPITAL MORTGAGE SERVICES, INC. By:_______________________________ Name: Title:

  • 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.

  • 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 Compensation During the Term, in addition to the foregoing, the Executive shall be eligible to receive such other compensation as may from time to time be awarded him by either the Board or the Compensation Committee in its sole discretion.

  • 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:

  • 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 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.

  • 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.

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