EARN-OUT ADJUSTMENT. The amount of Earn Out Adjustment in respect of each Vendor shall be determined as follows:
EARN-OUT ADJUSTMENT. (a) Within forty-five (45) days after the end of (i) the period commencing on the date immediately following the Closing Date and ending October 31, 2003, and (ii) the twelve-month period commencing November 1, 2003 and ending October 31, 2004 (each, a "PERIOD"), Buyer shall prepare and deliver to the Noteholder Representative an "earn-out" calculation in accordance with Exhibit E for such prior Period (the "EARN-OUT CALCULATION"). The Earn-out Calculation shall be prepared in accordance with GAAP and pursuant to the principles and terms described on Exhibit E hereto.
EARN-OUT ADJUSTMENT. (a) Section 10.2 (Earn-Out Period and Amount) of the Existing APA is hereby deleted in its entirety, and replaced with the following:
EARN-OUT ADJUSTMENT. (a) In addition to the Purchase Price payable pursuant to Section 1.5 above, Buyer shall pay an additional amount, determined as follows:
EARN-OUT ADJUSTMENT. From and after the time that any Earn-Out Units are issued, the General Partner shall make such special allocations as are necessary to cause the Adjusted Capital Account Balances of the Partners holding Partnership Units of the class that includes the Earn-Out Units to be in the same proportions as their Percentage Interests with respect to such class. To the extent possible consistent with applicable federal income tax principles and the Company's continued qualification as a REIT, any such special allocations of items of income and gain to the Original Limited Partners shall consist first of adjustments to the Gross Asset Value of the HCP Preferred in amounts at least equal to the portion of the Earn-Out Adjustment allocable to the Earn-Out Units that have been issued. Any further special allocations pursuant to this Section 6.3.A(ix) shall be made in such manner as the General Partner reasonably and in good faith determines will give effect to the intentions expressed in Section 4.5.C with the least adverse tax consequence to the Partners.
EARN-OUT ADJUSTMENT. As additional consideration for the Purchased Shares, and subject to the adjustment set forth in Section 2.5(h), the Buyer shall issue additional shares of its common stock to the Stockholder, in accordance herewith, if, and to the extent, the Company's operations generate the levels of EBITDAR during the time periods indicated below (this shall be referred to as the "Earn-Out").
EARN-OUT ADJUSTMENT. (a) In addition to the Purchase Price payable pursuant to Section 1.5 above, Buyer shall pay additional amounts, and shall cause Parent to issue additional shares of Parent Common Stock, upon the occurrence of the following events and in the following amounts:
EARN-OUT ADJUSTMENT. The Company shall use commercially reasonable efforts to amend the DFS APA prior to Closing to provide that, from and after the Closing, the earnout set forth in Section 2.8 therein shall be calculated based on the unaudited financial statements of Audit Subsidiary and that any requirement therein to produce audited financial statements of the Audit Subsidiary shall be replaced with a request to produce unaudited financial statements of the Audit Subsidiary, which amendment shall be reasonably acceptable to Parent; provided that in no event shall the Company be required to make any payment or amend any other portion of the DFS APA or any other Contract in connection with obtaining such amendment.
EARN-OUT ADJUSTMENT. Not later than April 1, 2001, Citizens will deliver to Chaswil written notice setting forth Citizens's calculation of [i] eight percent (8%) of Citizens' aggregate statutory premium income on a consolidated basis from Pre-Need Burial Life Insurance Policies during the years ended December 31, 1998, 1999 and 2000 in excess of $9,000,000 (limited, however, to $400,000), less [ii] the amount, if any, by which the Chaswil Post-Closing Payable, if any, exceeded the amount of the Escrow Deposit provided in SECTION 2.5(B), and less [iii] the amount of any Damages that Citizens or Designated Subsidiary or United is entitled to recover as provided in ARTICLE 10, if any, exceeded the Indemnification Fund (the net amount of items [i], [ii] and [iii] constituting the "EARN- OUT ADJUSTMENT"), together with true and complete copies of all Workpapers related thereto. Within fifteen (15) Business Days after the receipt by Chaswil of such calculation, Chaswil shall deliver to Citizens written notice stating whether Chaswil agrees or disagrees with such calculation. If Chaswil accepts such calculation and so notifies Citizens, or does not notify Citizens that it does not accept such calculation within such fifteen (15) Business Days, such calculation shall be deemed to be the Earn-Out Adjustment for the purposes hereof. If Chaswil notifies Citizens within such fifteen (15) Business Days that it does not accept such calculation, Chaswil and Citizens shall, for a second period of fifteen (15) Business Days, in good faith, attempt to negotiate the Earn-Out Adjustment. If Chaswil and Citizens fail to negotiate the Earn-Out Adjustment within such fifteen (15) Business Days, the Earn-Out Adjustment be determined by Citizens Auditor. Citizens shall cause such calculation by Citizens Auditor and a statement of fees and expenses incurred by Citizens Auditor in making such calculation, together with true and complete copies of all Workpapers related thereto, to be delivered to Chaswil as soon as practicable after Chaswil's
EARN-OUT ADJUSTMENT. (a) Within forty-five (45) days after the end of (i) the period commencing on May 1, 1999 and ending March 31, 2000, and (ii) the twelve-month period commencing April 1, 2000 and ending March 31, 2001 (each, a "Period"), Purchaser shall prepare and deliver to the Representative an "earn-out" calculation in accordance with Exhibit D for such prior Period (the "Earn-Out Calculation"), together with all relevant work papers and supporting calculations. The Earn-Out Calculation shall be prepared in accordance with GAAP and pursuant to the principles and terms described on Exhibit D hereto.
