Earn-Outs Sample Clauses

Earn-Outs. The Company shall issue to the Initial Members and JDI (pro rata in accordance with their respective percentages set forth opposite their names under the heading “Earn-Out Sharing Percentage” on Schedule I (the “Earn-Out Sharing Percentages”)) up to an aggregate of Seven Million (7,000,000) Units (the “Earn-Out Payment”) upon the Company meeting certain performance targets as follows: (i) If the Company’s Adjusted EBITDA for the year ending December 31, 2010 or the year ending December 31, 2011 (“2010 Earn-out EBITDA”) is equal to or greater than $27,000,000 (the “First Target”), based on the Company’s audited consolidated financial statements for the year ending December 31, 2010 or the year ending December 31, 2011, as applicable, the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate of Three Million (3,000,000) Units (the “First Earn-Out”). In the event that the 2010 Earn-out EBITDA is less than the First Target but greater than $23,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the First Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $23,000,000 divided by $4,000,000. (ii) If the Company’s Adjusted EBITDA for the year ending December 31, 2011 or the year ending December 31, 2012 (“2011 Earn-Out EBITDA”) is equal to or greater than $45,000,000 (the “Second Target”), as set forth in the Company’s audited consolidated financial statements for the year ending December 31, 2011 or the year ending December 31, 2012, as applicable, the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive, in accordance with Section 3.6(c), an aggregate of an additional Four Million (4,000,000) Units (the “Second Earn-Out”). In the event that the 2011 Earn-out EBITDA is less than the Second Target but greater than $32,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the Second Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $32,000,000 divided by $13,000,000. The Parties hereby agree the Earn-Out Payment under this Section 3.6 will not exceed Seven Million (7,000,000) Uni...

Earn-Outs all earn-outs and similar deferred consideration that is paid in cash during such Rolling Period pursuant to any acquisition of Holdings or its Subsidiaries that was consummated during or prior to such Rolling Period. $

Earn-Outs. Pay or otherwise advance, directly or indirectly, any fees, amounts, distributions, payment or other distribution of assets, properties, cash, rights, earn-outs or obligations to NSN or its Subsidiaries in connection with the MAA when the Borrower is not compliant with Section 6.12 or an Event of Default exists and is continuing or would or could result from the making of such payment.

Earn-Outs. EBITDA TARGETS AND CALCULATIONS

Earn-Outs. Fund any earn-out payable in respect of the MC Assembly Acquisition with the proceeds of any Indebtedness other than the Term Loan B.

Earn-Outs. 3.3.1 Upon and subject to completion of the Final Closing, in addition to the Purchase Price, the Purchaser shall pay to the Seller an amount of: (a) EUR 500,000.00 by means of BH Shares in the event the Club qualifies in the play-offs for the promotion to Serie A at the end of the football season 2024/2025 (the “Play-Off Earn Out”), it being understood that, for the sake of clarity, in the event that the play-offs are not played according to the applicable Law and regulations, the Play-Off Earn Out shall not be due; and (b) EUR 5,000,000.00 by means of BH Shares in the event of promotion of the Club to Serie A at the end of the football season 2024/2025 (the “Serie A Earn Out” and, together with the Play-Off Earn out, the “Earn-Outs”), 3.3.2 The Parties acknowledge and agree that: (a) the Play-Off Earn Out shall be paid within 30 Business Days from the date of the last match played by the Club in the play-offs for the promotion to Serie A at the end of the football season 2024/2025; and (b) the Serie A Earn Out shall be paid within 30 Business Days from the date of the issuance to the Club of the national license to participate in the Serie A for the football season 2025/2026. 3.3.3 The Seller acknowledges that the Earn-Outs are only a possible and subordinate consideration and, therefore, the Purchaser will be required to pay each EarnOut only if the corresponding indicated condition occurs.

Earn-Outs. Section 1.1 (Defined Terms) of the Credit Agreement shall be amended to add the following definition in its correct alphabetical order Earn-Out Obligations: all obligations of any Loan Party consisting of earn-outs related to the performance of an entity, or a division or line of business, acquired in connection with a Permitted Acquisition; provided, that such obligations shall be calculated in accordance with GAAP. Section 8.1.1 (In General) of the Credit Agreement shall be amended by deleting the word “and” at the end of clause (q) thereof, replacing the period with “; and” at the end of clause (r) thereof and adding the following new clause (s):

Earn-Outs. Buyer shall make periodic payments to Sellers based on Buyers’ revenue stream from sales of Products for the remainder of 2014, as follows: (i) Buyer shall pay to Sellers 200% of the gross revenue derived from sales of Products, commencing from November 1, 2013 through and including September 15, 2014, subject to the payment schedule under subsections (iii) and (iv) below; (ii) Buyer shall pay Sellers 100% of the gross revenue derived from sales of Products between September 16, 2014 and December 31, 2014, subject to the payment schedule under subsections (iii) and (iv) below; (iii) For the first $1,000,000 in gross revenue derived from sales of Products, Buyer shall pay to Sellers, on a quarterly basis, 25% of the gross profit from sales of each and every Product; (iv) For the second $1,000,000 in gross revenue derived from sales of Products, Buyer shall pay to Sellers, on a quarterly basis, 20% of the gross profit from sales of each and every Product, until the total payment to Sellers reach the combined gross revenue amount in subsections (i) and (ii) hereinabove; and (v) For all payments to Sellers under section 4(c) herein, the payments shall be split between the Sellers as follows: (1) 20% of the payment to Xxxxxxx Xxxxxxxxx; (2) 40% of the payment to International Motorsport Marketing Services, LLC; and (3) 40% of the payment to Xxxxxxx Xxxxx.

Earn-Outs. Subject to the terms of the Sony Sale Agreement, any portion of the Holdback Amount that is not used to satisfy indemnification obligations of the Credit Parties under the Sony Sale Agreement shall, when otherwise due and payable to the Borrower, be paid directly to the Administrative Agent for the benefit of the Lenders as a repayment of the Term Loan on a pro rata basis across the remaining principal payments set forth in Section 2.2(b) (with any excess to be applied in the order specified in Section 2.7(b)(vi)(B) hereof). Once annually, commencing on June 30, 2009, the Borrower shall notify the Administrative Agent of the aggregate amount of indemnification claims asserted and payments made under the Sony Sale Agreement.

Earn-Outs. If the Closing of the Contribution Transaction with respect to any Existing Property occurs prior to the Closing of the Contribution Transaction with respect to any other Existing Property, then the Contribution Value for each Existing Property that closes prior to the last Closing of all of the Existing Properties shall be paid and calculated in accordance with the terms of Section 2.2(b)(i) hereof and as if this Agreement had been terminated with respect to all of the “Premium Properties” (as hereinafter defined) for which Closings have not yet then occurred. As used herein, the term “Premium Properties” shall mean, collectively, all of the Existing Properties other than the Property owned by Clarita LLC. In such event, the parties agree that upon the last Closing of all of the Existing Properties (or the termination of this Agreement with respect to the last of the Premium Properties that have not yet closed), the Contribution Value for each Existing Property that previously closed shall be recalculated as of the Closing of the Contribution Transaction for such Existing Property in accordance with the terms of Section 2.2(b)(i) hereof and Transferee shall pay or deliver the amount by which such recalculated Contribution Value for such Existing Property exceeds the Contribution Value previously paid for such Existing Property as provided above.