Earn-Out Amounts Sample Clauses

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. Subject to Clause 3.5.7, the Earn-Out Amount shall be payable as follows: (a) in respect of the first Earn-Out Year (2009) US$3,150,000; (b) in respect of the second Earn-Out Year (2010) US$4,200,000 plus any part of the Earn-Out Amount for the first Earn-Out Year that has not become payable in accordance with Clause 3.5.3(a) (c) in respect of the third Earn-Out Year (2011) US$5,250,000 plus any part of the Earn-Out Amount for the second Earn-Out Year that has not become payable in accordance with Clause 3.5.3(b) (including any amounts previously rolled over); and

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”): (i) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) upon the Business achieving Earn-Out Revenue equal to at least Five Million Dollars ($5,000,000) during the Earn-Out Period; (ii) An additional One Million Two Hundred Fifty Thousand Dollars ($1,250,000) upon the Business achieving, in the aggregate, Earn-Out Revenue equal to at least Seven Million Five Hundred Thousand Dollars ($7,500,000) during the Earn-Out Period; (iii) An additional One Million Two Hundred Fifty Thousand Dollars ($1,250,000) upon the Business achieving, in the aggregate, Earn-Out Revenue equal to at least Ten Million Dollars ($10,000,000) during the Earn-Out Period; and (iv) An additional One Million Two Hundred Fifty Thousand Dollars ($1,250,000) upon the Business achieving, in the aggregate, Earn-Out Revenue equal to at least Twelve Million Five Hundred Thousand Dollars ($12,500,000) during the Earn-Out Period. For purposes of clarity, if Earn-Out Revenue is $5,000,001 as of the end of the sixth month period following the Closing Date, then the threshold set forth in Section 4.3(a)(i) shall have been satisfied and Purchaser shall be obligated to pay Seller $1,250,000 consistent with the payment requirements of this Section 4.3. For further purposes of clarity, if Earn-Out Revenue is $7,500,001 as of the end of the Earn-Out Period, then the threshold set forth in Section 4.3(a)(ii) shall have been satisfied and Purchaser shall pay Seller $1,250,000 consistent with the payment requirements of this Section 4.3, and no Earn-Out Amounts with respect to the thresholds set forth in Sections 4.3(a)(iii) or (iv) shall be owed or paid.

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. (b) An additional amount of Purchase Price will be payable if paragraph 2 applies and also in the circumstances set out in clauses 4.1(c). (c) An additional amount of Purchase Price will be payable (Earn Out Amount) as follows: (1) if the aggregate of the First Period EBIT and the EBIT over the Earn Out Period is less than or equal to $115,000,000 the Earn Out Amount will be nil; (2) if the aggregate of the First Period EBIT and the EBIT over the Earn Out Period is between $115,000,000 and $120,000,000, the Earn Out Amount will be $2 for each $1 of aggregate of First Period EBIT and EBIT above $115,000,000; or (3) if the aggregate of the First Period EBIT and the EBIT over the Earn Out Period is $120,000,000 or more, the Earn Out Amount will be $10,000,000.

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. 2.2 The 2009 Earn-Out Amount shall in no case exceed EUR 7,000,000 (seven million euro) and the aggregate of the 2009 Earn-Out Amount and the 2010 Earn-Out Amount shall in no case exceed EUR 14,000,000 (fourteen million euro).

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) 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. (b) For the First Earn Out Period, Seller shall be entitled to receive up to $500,000 based upon the Earn Out Ratio (the “First Earn Out Amount”). The First Earn Out Amount shall be calculated as follows: Between 0.80 and 0.99 The product of the (i) Earn Out Ratio multiplied by (ii) $500,000 1. 00 or greater $500,000 (c) For the Second Earn Out Period, Seller shall be entitled to receive up to $500,000 based upon the Earn Out Ratio (the “Second Earn Out Amount”). The Second Earn Out Amount shall be calculated as follows: Between 0.80 and 0.99 The product of the (i) Earn Out Ratio multiplied by (ii) $500,000 1. 00 or greater $500,000 (d) Without limiting the foregoing, Seller shall be entitled to receive an additional amount in respect of the Cumulative Gross Revenue based on the Additional Earn Out Amount Ratio (the “Additional Earn Out Amount”). The Additional Earn Out Amount, if any, shall be calculated as follows: Between 0.80 and 0.99 The sum of (i) the product of the Additional Earn Out Ratio multiplied by $1,000,000 minus (ii) the sum of the First Earn Out Amount and the Second Earn Out Amount 1. 00 or greater The sum of (i) $1,000,000 minus (ii) the sum of the First Earn Out Amount and the Second Earn Out Amount (e) Notwithstanding the foregoing and subject to Section 4(c), (i) if the Company terminates the employment of both Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx XX without Cause prior to the end of the First Earn Out Period, then the full First Earn Out Amount of $500,000 and the full Second Earn Out Amount of $500,000 shall be deemed to have been earned, and the Company shall pay such amounts to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, or (ii) if the Company terminates the employment of both Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx XX without Cause after the end of the First Earn Out Period but prior to the end of the Second First Earn Out Period and the Gross Revenue for the First Earn Out Period was at least $3,600,000, then the full Second Earn Out Amount of $500,000 shall be deemed to have been earned, and the Company shall pay such amount to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller.

Earn-Out Amounts. Subject to Clause 3.5.7, the Earn-Out Amount shall be payable as follows: (a) in respect of the first Earn-Out Year (2009) US$3,150,000; (b) in respect of the second Earn-Out Year (2010) US$4,200,000 plus any part of the Earn-Out Amount for the first Earn-Out Year that has not become payable in accordance with Clause 3.5.3(a) (c) in respect of the third Earn-Out Year (2011) US$5,250,000 plus any part of the Earn-Out Amount for the second Earn-Out Year that has not become payable in accordance with Clause 3.5.3(b) (including any amounts previously rolled over); and (d) in respect of the last Earn-Out Year (2012) US$6,300,000 plus any part of the Earn-Out Amount for the third Earn-Out Year that has not become payable in accordance with Clause 3.5.3(c) (including any amounts previously rolled over).

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”): (i) on or prior to March 31, 2022, an amount equal to: (A) $3,151,754.95 (the “2021 Earn-Out Amount”) if 2021 EBITDA, as defined in Schedule X (“2021 EBITDA”), is equal to or greater than [***] (the “2021 Earn-Out Target”); (B) 50% of the 2021 Earn-Out Amount plus an incremental 5% of the 2021 Earn-Out Amount for each 1% increment by which 2021 EBITDA is greater than 90% of the 2021 Earn-Out Target if 2021 EBITDA is greater than 90% and less than 100% of the 2021 Earn-Out Target; (C) 50% of the 2021 Earn-Out Amount if 2021 EBITDA is equal to 90% of the 2021 Earn-Out Target; or (D) 0% of the 2021 Earn-Out Amount if 2021 EBITDA is less than 90% of the 2021 Earn-Out Target. (ii) on or prior to March 31, 2023, an amount equal to: (A) $9,455,264.85 (the “2022 Earn-Out Amount”) if 2022 EBITDA, as defined in Schedule X (“2022 EBITDA”), is equal to or greater than [***] (the “2022 Earn-Out Target”); (B) 50% of the 2022 Earn-Out Amount plus an incremental 3 1/3% of the 2022 Earn-Out Amount for each 1% increment by which 2022 EBITDA is greater than 85% of the 2022 Earn-Out Target if 2022 EBITDA is between 85% and 100% of the 2022 Earn-Out Target; (C) 50% of the 2022 Earn-Out Amount if 2022 EBITDA is equal to 85% of the 2022 Earn-Out Target; or (D) 0% of the 2022 Earn-Out Amount if 2022 EBITDA is less than 85% of the 2022 Earn-Out Target. For avoidance of doubt, the Earn-Out Amounts shall be calculated as shown on Exhibit Y. (b) Notwithstanding anything in the foregoing to the contrary, Buyer may reduce and retain the amount of any Earn-Out Amount to be paid hereunder by the amount of any other amount that may become payable by Seller (or any Affiliate thereof) pursuant to this Agreement. (c) Seller acknowledges and agrees that from and after the Closing (i) the Business shall be operated by Buyer in its sole and absolute discretion based entirely on Buyer’s and its Affiliates’ business judgment, (i) Buyer and its Affiliates shall have sole and absolute control over strategic, b...

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...