Earn-Out Obligations. Make or agree to make, directly or indirectly, any payment in respect of an Earn-Out Obligation; provided, however, that the Borrower may make a payment in respect of any Earn-Out Obligation so long as (a) at the time thereof and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or result therefrom and (ii) there would be at least $10,000,000 of unused and available Revolving Credit Commitments and (b) the aggregate amount of payments made in respect of Earn-Out Obligations does not exceed $10,000,000 in any fiscal year; provided, further, however, that the Borrower may, prior to September 30, 2010, make a payment in respect of an Earn-Out Obligation with respect to the acquisition of the LogCon Group in an aggregate amount not to exceed $600,000 so long as at the time thereof and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or result therefrom.
Earn-Out Obligations. The Credit Parties will not permit projected earn-out obligations in excess of $2,000,000 in the aggregate at any one time in connection with Permitted Acquisitions.
Earn-Out Obligations. Notwithstanding the provisions of Clause 6.10, the Company shall, and shall procure that the relevant Group Companies, meet all the Earn-Out Obligations assumed by the relevant Group Company in respect of the Earn-Out Payments.
Earn-Out Obligations. Make any payments, loans or other Distributions in respect of Earn Out Obligations at any time without prior written consent of the Lender. The Borrower shall not consent to any amendment, modification, supplement or restatement of the Earn Out Obligations, the GAA Asset Purchase Agreement, the GAA Equity Purchase Agreement, or the GAA Loans, without the prior written consent of the Lender.
Earn-Out Obligations. Make or agree to make, directly or indirectly, any payment in respect of an Earn-Out Obligation; provided, however, that the Borrower may make a payment in respect of any Earn-Out Obligation so long as (a) at the time thereof and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or result therefrom, (ii) there would be at least $5,000,000 of unused and available Revolving Credit Commitments and (iii) the Borrower would be in Pro Forma Compliance (assuming, for purposes of making such determination with respect to the covenant set forth in Section 6.14, that the maximum Leverage Ratio then permitted by such covenant is 0.25 to 1.00 lower than the Leverage Ratio actually set forth therein and in effect at the time such determination is made) and (b) the aggregate amount of payments made in respect of Earn-Out Obligations does not exceed (i) $5,000,000 during the fiscal year ending September 30, 2006, (ii) an aggregate amount of $21,000,000 for the two-fiscal-year period ending September 30, 2008 and (iii) $5,000,000 in any fiscal year thereafter.”
Earn-Out Obligations. (a) The Credit Parties will not permit projected earn-out obligations in connection with all Permitted Acquisitions (determined at the time of the consummation of the most recent Permitted Acquisition and based on projections prepared in good faith and upon reasonable assumptions) together with actual earn-out payments previously made in connection with Permitted Acquisitions to exceed $2,500,000 in the aggregate during the term of this Credit Agreement.
Earn-Out Obligations. Directly or indirectly make any payment in respect of any Earn Out Obligation, except the Borrower or any Subsidiary shall be permitted to make a payment in respect of an Earn Out Obligation so long as, after giving effect to such payment, the sum of (a) the aggregate Acquisition Consideration paid by the Borrower and its Subsidiaries in connection with all Permitted Acquisitions in any Fiscal Year, plus (b) the aggregate amount of all payments made by the Borrower and its Subsidiaries in respect of Earn Out Obligations in any Fiscal Year (including, for the avoidance of doubt, the payment contemplated to be made at such time), does not exceed (i) $100,000,000, if, upon giving Pro Forma Effect to any such payment, the Consolidated Total Leverage Ratio is greater than 2.25 to 1.0, and (ii) $135,000,000, if, upon giving Pro Forma Effect to any such payment, that the Consolidated Total Leverage Ratio is less than or equal to 2.25 to 1.0.
Earn-Out Obligations. On the Closing Date after the Effective Time, Buyer shall cause the Surviving Company to pay the Earn-Out Obligations to the Persons identified on Schedule 8.3 hereto in the amount set forth opposite each such Person’s name on such Schedule out of funds provided by Buyer to the extent such amounts were not paid prior to the Closing.
Earn-Out Obligations. Seller acknowledges and agrees that (i) Purchaser shall have no obligation to achieve any particular amount of EBITDA during the Earn-Out Period or to maximize or achieve any amount of the Earn-Out Payment, (ii) the failure to achieve any amount of EBITDA during the Earn-Out Period in the exercise of the aforementioned discretion by Purchaser shall not give rise to a claim of breach or nonperformance of any of the respective obligations of Purchaser or Parent, and (iii) Purchaser and Parent shall have the right to operate the business of the Company following the Closing in accordance with their legitimate business interests.
Earn-Out Obligations. Directly or indirectly make any payment in respect of any Earn Out Obligation, except the Borrower or any Subsidiary shall be permitted to make a payment in respect of an Earn Out Obligation so long as, after giving effect to such payment, the sum of (a) the aggregate Acquisition Consideration paid by the Borrower and its Subsidiaries in connection with all Permitted Acquisitions in any Fiscal Year, plus (b) the aggregate amount of all payments made by the Borrower and its Subsidiaries in respect of Earn Out Obligations in any Fiscal Year (including, for the avoidance of doubt, the payment contemplated to be made at such time), does not exceed $100,000,000.
