Calculation of Earn-Out Payment. The Earn-Out Payment for each Earn-Out Year shall be as follows:
Calculation of Earn-Out Payment. Purchaser shall pay Sellers an Earn-Out Payment if the amount of Revenue for any Measurement Period is equal to or in excess of the Applicable Revenue Target for such Measurement Period. For any given Measurement Period, Revenue in excess of the Applicable Revenue Target for such Measurement Period (“Excess Revenue”) shall be carried forward and included in the calculation of Revenue for the Measurement Period immediately thereafter. If Revenue (including any Excess Revenue) for any Measurement Period is less than the Applicable Revenue Target for such Measurement Period (“Revenue Shortfall”), (i) Purchaser shall pay Sellers an amount equal to the product of (A) the Earn-Out Payment for such Measurement Period, multiplied by (B) a fraction, the numerator of which is equal to the Revenue (including any Excess Revenue) for such Measurement Period, and the denominator of which is equal to the Applicable Revenue Target for such Measurement Period; and (ii) the remaining amount of the Earn-Out Payment for such Measurement Period will be payable to Sellers upon and to the extent that Revenue (including any Excess Revenue) for any future Measurement Period exceeds the sum of (A) the Applicable Revenue Target for such future Measurement Period and (B) an amount equal to the Revenue Shortfall.
Calculation of Earn-Out Payment. As part of the Purchase Price for the Transferred Shares, the Purchaser shall pay to the Owners up to One Million Five Hundred Thousand Dollars ($1,500,000) in cash as an earn-out payment (the “Earn-Out Payment”). One half of the Earn-Out Payment shall be payable to Owners if the total amount of the EBITDA for the twelve-month period ending on the one year anniversary of the Closing Date (the “Earn-Out Period”) is equal to or greater than $2,250,000 but less than $2,500,000 and the entire Earn Out Payment shall be payable to Owners if the total amount of the EBITDA for the Earn-Out Period is equal to or exceeds $2,500,000. The Purchaser shall pay the Earn-Out Payment to the Owners in cash in accordance with Section 3.2(b) below.
Calculation of Earn-Out Payment. The calculation of the Earn-Out Payment shall initially be made by Buyer within 60 days after the end of the 12 month period referred to in Section (d)(i) above and a statement (the “Statement”) reflecting each such calculation in reasonable detail shall be provided to Fxxxxxxx Xxxxx, Jxxxxx X. Xxxxxxx, LLC and Cxxxxxxxx Xxxxxx (the “Reviewing Shareholders”). The Reviewing Shareholders and their designated professional advisors may review at their expense any financial records and other documents and records relevant to the Statement at the location or locations at which such records and documents are normally kept. Unless at least two of the Reviewing Shareholders notify Buyer of any objection to the Statement within 30 days after their receipt of such Statement, the Statement shall be deemed accepted on behalf of the Shareholders and Buyer shall pay within five business days the amount of the Earn-Out Payment (if any) shown to be due thereunder. If at least two of the Reviewing Shareholders provide notice of any objection to the Statement (including a description of such objections) within such 30 day period, the Reviewing Shareholders and Buyer shall use their best efforts to resolve any differences relating to the Statement within 15 days after such objection is delivered to Buyer. If the disagreement is not resolved by that date, however, either Buyer or any Reviewing Shareholder may submit the matter for a binding determination of the calculation of the Earn-Out Payment set forth in the Statement to KPMG LLP or, subject to the procedures set forth below, another nationally recognized accounting firm, which firm shall act as an expert and not as an arbitrator in making such determination. If, prior to the submission of any such matter to KPMG LLP, at least two of the Reviewing Shareholders notify Buyer of their election to have a different nationally recognized accounting firm make the determination, the Reviewing Shareholders shall provide written proposals (including costs estimates) from at least two other nationally recognized accounting firms to Buyer and Buyer shall select one of such accounting firms. The fees of such accounting firm, which shall be billed separately and independently from any other services provided by such firm, shall be borne one-half by Buyer and one-half by the Shareholders. In the event of any dispute regarding the Statement that is not resolved within 30 days after an objection is delivered to Buyer as provided above, Bu...
Calculation of Earn-Out Payment. The Earn-Out Payment (the “Earn-Out Payment”) for each of the periods from October 1, 2008 to March 31, 2009, from April 1, 2009 to March 31, 2010, and from April 1, 2010 to September 30, 2010 (each, an “Earn-Out Period,” and collectively, the “Earn-Out Term”) shall be determined as follows:
Calculation of Earn-Out Payment. (i) Provided that each and every employee listed on Exhibit B or their replacements remain employed by the Purchaser on the first anniversary of the Closing Date, the Purchaser will pay to the Company a payment of One Hundred Fifty Thousand and no/100 Dollars ($150,000) by wire transfer of immediately available funds; and:
Calculation of Earn-Out Payment. Subject to the following, Buyer will make additional payments to Seller following the First Earn-out Period and the Second Earn-out Period conditioned upon the achievement of the Premium Flow “Compound Annual Growth Rate” thresholds specified below.
Calculation of Earn-Out Payment. The amount of the Earn-Out Payment for each Earn-Out Year shall be calculated as follows: If EBITDAMF for the Specified Earn-Out Year is: First Earn-Out Year (December 6, 2007 – December 31, 2008) Second Earn-Out Year (January 1, 2009 – December 31, 2009) Third Earn-Out Year (January 1, 2010 – December 31, 2010) The amount of the Earn- Out Payment shall be: Less than $1,700,000.00 Less than $1,700,000.00 Less than $1,800,000.00 $0 Equal to or greater than $1,700,000.00 but less than $2,600,000.00 Equal to or greater than $1,700,000.00 but less than $2,600,000.00 Equal to or greater than $1,800,000.00 but less than $2,800,000.00 EBITDAMF for the Earn-Out Year minus $1,000,000.00 Equal to or greater than $2,600,000.00 (the “EBITDAMF Threshold”) Equal to or greater than $2,600,000.00 (the “EBITDAMF Threshold”) Equal to or greater than $2,800,000.00 (the “EBITDAMF Threshold”) $2,000,000.00 plus 50% of EBITDAMF for the Earn-Out Year that is greater than the EBITDAMF Threshold for that year
Calculation of Earn-Out Payment. [Information Omitted and Filed Separately with the Commission under Rule 24B-2]
Calculation of Earn-Out Payment. The Earn Out Payment shall be established by the Earn Out Revenue in accordance with Schedule A hereto. Furthermore, Buyer shall determine that portion of outstanding Accounts Receivable of the Company at Closing as reflected in the Final Balance Sheet that remain uncollected as of the last day of the Earn Out Period, if any, and shall deduct that amount from the Earn Out Payment (the “Earn Out Deduction”). The Earn Out Payment shall be calculated in good faith by Buyer and shall be provided to Shareholders (the “Earn Out Payment Calculation”) within forty-five (45) days after the end of the Earn Out Period, accompanied by supporting schedules and financial data. * Confidential treatment requested pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. The Earn Out Payment shall be made in cash in immediately available funds within ten (10) days after such notification by Buyer. In the event that Buyer elects to forego conducting an audit to determine the Earn Out Payment, the full Earn Out Payment will be paid within thirty (30) days following the end of the Earn Out Period. In the event that any of the Accounts Receivable constituting part of the Earn Out Deduction are collected by Buyer during the one year period following the Earn Out Period, such amounts shall be paid to Shareholders within thirty (30) days following the first anniversary of the last day of the Earn Out Period.
