Calculation of Earn-Out Amounts Sample Clauses

Calculation of Earn-Out Amounts. (a) Subject to Section 4 below, for each of the Applicable Earn-Out Periods, Buyer will pay to Seller an earn-out amount for such Applicable Earn-Out Period equal to the Applicable Earn-Out Percentage.
Sample 1
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Calculation of Earn-Out Amounts. (a) Except as otherwise provided in this Section 1.05, no later than 120 days following the last day of the calendar year ending December 31, 2009 and no later than 90 days following the last day of each successive calendar year (each such calendar year, an “Earn-Out Year”) until the earlier of (x) 90 days following the last day of the calendar year ending December 31, 2013 or (y) such time as Seller has been paid the Maximum Earn-Out Amount pursuant to this Section 1.05 (the “Earn-Out Expiration Date”), Parent shall cause the Company to prepare and deliver to Seller a written statement (the “Earn-Out Statement”), setting forth Parent’s good faith calculations of Sponsorship Net Revenue for such Earn-Out Year and the Earn-Out Amount payable to Seller with respect thereto, which calculations shall be certified by Parent’s chief financial officer as true, correct and complete, and accompanied by a detailed summary of all sponsorship revenues and commissions taken into account in the calculation of Sponsorship Net Revenue for such Earn-Out Year. During the 45-day period following Seller’s receipt of each Earn-Out Statement, Parent shall, and shall cause the Company and its Subsidiaries to, provide reasonable access to the Company’s and its Subsidiaries’ books and records and work papers relating to the calculation of Sponsorship Net Revenues (including the work papers of Parent’s accountants and copies of all relevant contracts and agreements) related to the preparation of the Earn-Out Statement, and any other documents that may be reasonably requested by Seller or its authorized representatives to determine whether the calculation of Sponsorship Net Revenue was made in accordance with this Section 1.05. The Earn-Out Statement shall become final and binding upon the parties on the 45th day following Seller’s receipt thereof, unless Seller gives written notice setting forth its disagreement with the Earn-Out Statement (an “Earn-Out Notice of Disagreement”) to Parent prior to such date. If an Earn-Out Notice of Disagreement is received by Parent in a timely manner, then the Earn-Out Statement (as revised in accordance with this Section 1.05) shall become final and binding upon Seller and Parent on the earlier of (i) the date Seller and Parent resolve in writing any differences they have with respect to the matters specified in the Earn-Out Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Independent Auditor. Du...
Sample 1
Calculation of Earn-Out Amounts. (a) Subject to the terms of this Section 2.13, the Stockholders (other than Dissenting Stockholders) shall be entitled to receive a payment (the “Earn-Out Payment”) based upon the Performance Criteria Percentage achievement by the biomass gasification unit implementing the Licensed SGC Technology (the “SilvaGas Gasifier”) at the Rentech Project relative to the performance criteria set forth on Exhibit E attached hereto (the “Performance Criteria”) as shall be finalized following the Closing Date pursuant to Section 2.13(c). All determinations regarding the Performance Criteria Percentage relative to the Performance Criteria shall be made by the mutual consent of Parent and the Company Review Representative. Company Review Representative and Parent shall negotiate in good faith to resolve any disputes regarding the Performance Criteria Percentage achieved relative to the Performance Criteria, but if they do not reach a final resolution within forty five (45) days following the commencement of the commercial operation of the SilvaGas Gasifier at the Rentech Project, Company Review Representative and Parent may submit such dispute to an independent engineer mutually acceptable to Parent and Company Review Representative (any such mutually agreed upon independent engineer, the “Independent Engineer”) for resolution pursuant to this Section 2.13 and which resolution shall be binding upon all parties. Each party shall be afforded an opportunity to present to the Independent Engineer material relating to the disputed issues and to discuss the determination with the Independent Engineer. The Independent Engineer shall act as an auditor and not as an arbitrator and shall resolve only those matters in dispute and adjust and establish any disputed adjustment of the Performance Criteria Percentage to reflect such resolution. In the event that the Independent Engineer is to resolve any disputes regarding the Performance Criteria Percentage pursuant to the foregoing sentence, no later than one hundred and eighty (180) days following the commencement of the commercial operation of the SilvaGas Gasifier at the Rentech Project, the Independent Engineer shall notify the Company Review Representative and Parent of such resolutions. In determining the Performance Criteria Percentage, Parent and the Company Review Representative, or the Independent Engineer, as applicable, shall apply the percentage weights assigned to each item of the Performance Criteria to construct the Per...
Sample 1

Related to Calculation of Earn-Out Amounts

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Interest Rates Payments and Calculations (a) Interest Rate. -------------

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • 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.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

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