Earn-Out Amounts. Subject to Clause 3.5.7, the Earn-Out Amount shall be payable as follows:
Earn-Out Amounts. The amounts and dates specified in Section 2.13 with respect to the Earn-Out Amounts have been negotiated by the parties hereto and, as a result, the achievement of the applicable targets by the specified dates is material to Acquiror’s agreement to pay the Earn-Out Amounts and therefore the parties understand and agree that the Earn-Out Amounts shall not be deemed earned if the specified time or amount is not achieved, even if such time or amount is not met by an immaterial amount.
Earn-Out Amounts. The Sellers shall be entitled to a (i) Retention Earn-out Amount, (ii) a Data Earn-Out Amounts and (iii) an Excluded Assets Earn-Out Amount, and Xxxxx Xxxxxxx shall furthermore be entitled to a Transition Earn-Out Amount (the “Earn-Out Amounts”), subject to the terms and conditions of this Clause 3.4.
Earn-Out Amounts. (a) The Buyer and Seller agree that part of the Purchase Price is to be determined by reference to the consolidated performance of the Business during the Earn Out Period.
Earn-Out Amounts. The Purchaser shall pay to the Sellers such amounts, if any, calculated and paid in accordance with this Section 2.2(b) (each, an “Earn-Out Amount”). The Earn-Out Amounts shall be calculated based upon Net Revenue (as defined herein) for the year commencing on the Closing Date and ending on the first anniversary of the Closing Date (“2009 Net Revenue”) earned by the Purchaser or any Affiliate of the Purchaser in the operation of the Business consistent with the Sellers’ historical practices and as may be expanded through the Purchaser's commercially reasonable efforts (which commercially reasonable efforts may include providing clinical research, reimbursement and regulatory services for pharmaceutical companies in any therapeutic area (whether such therapeutic area is or was serviced by the Sellers before of the Closing Date)), and shall be paid in accordance with Section 2.2(d). If 2009 Net Revenue equals or exceeds $5,700,000 (the “First Net Revenue Target Amount”), then the Purchaser shall pay $1,750,000 to the Sellers; provided, however, that if 2009 Net Revenue equals or exceeds $7,000,000 (the “Second Net Revenue Target Amount”), then, in addition to the Purchaser’s payment to the Sellers of $1,750,000 for achieving or exceeding the First Net Revenue Target Amount, the Purchaser shall pay to the Sellers $250,000 for achieving or exceeding the Second Net Revenue Target Amount. For purposes of this Agreement, “Net Revenue” means the aggregate revenue generated by the Purchaser or any Affiliate of the Purchaser as a result of the conduct of the Business following the Closing consistent with the Sellers’ historical practices and as may be expanded through the Purchaser's commercially reasonable efforts (which commercially reasonable efforts may include providing clinical research, reimbursement and regulatory services for pharmaceutical companies in any therapeutic area (whether such therapeutic area is or was serviced by the Sellers before of the Closing Date)) during the applicable period, less (i) credit allowances, discounts and other similar deductions consistent with the Sellers’ historical practice, and (ii) those expenses incurred by the Sellers (prior to the Closing) or the Purchaser or any Affiliate of the Purchaser (after the Closing) in connection with the performance of their or its obligations under any Assumed Contract, which expenses (the “Pass Through Revenues”) are directly charged to the Customer (as defined in Section 3.18) under suc...
Earn-Out Amounts. As additional consideration and a component of the Purchase Price, upon the Business earning or otherwise receiving at any time during the period commencing on the Closing Date and ending on the fifteenth (15th) month anniversary of the Closing Date inclusive (the “Earn-Out Period”) the Earn-Out Revenue amounts set forth in this Section 4.3, the Seller shall be entitled to receive, and the Purchaser shall pay to Seller earn-out amounts, if any, and not to exceed Five Million Dollars ($5,000,000) in the aggregate, equal to the following (each such earn-out payment referred to individually or collectively as the context may denote as the “Earn-Out Amount”):
Earn-Out Amounts. (a) For each of the First Earn Out Period and the Second Earn Out Period, the Company shall, pursuant to Section 3, calculate Gross Revenue for such period.
Earn-Out Amounts. (a) As additional consideration to Seller hereunder, but subject in all cases to Section 2.12(b), Buyer shall pay or cause to be paid to Seller, by wire transfer of immediately available funds to a single bank account in the United States identified by Seller in writing at least two Business Days prior to the due date, the following additional cash payments, in the amounts and at the times and subject to the terms and conditions of this Section 2.12 (each such amount, an “Earn-Out Amount”):
Earn-Out Amounts. 2.1 Subject to Clause 3.5, the Purchaser shall pay to the Seller, in accordance with this Schedule 4, EUR 0.3684 for each EUR 1.00 in excess of the applicable Minimum Threshold, but in no case in excess of the applicable Maximum Threshold, of all Purchase Order Amounts recorded by the Purchaser's Group during each Earn-Out Period.
Earn-Out Amounts
