Earnout Adjustment Sample Clauses

An Earnout Adjustment clause defines the mechanism by which the purchase price in a business acquisition may be modified based on the future performance of the acquired company. Typically, this clause sets out specific financial targets or milestones that must be met within a defined period after closing, such as revenue or EBITDA thresholds, and details how additional payments to the seller will be calculated if those targets are achieved. The core function of this clause is to bridge valuation gaps between buyer and seller by tying part of the purchase price to actual post-closing results, thereby aligning incentives and managing the risk of overpaying for the business.
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Earnout Adjustment i. Notwithstanding the GPM Test of [*]% and IRR Test of [*]%, to the extent the GPM Test or IRR Test (as defined below) yield a result less than [*]% and [*]%, respectively (but not less than [*]% and [*]%, respectively), the Development MWs, that are included in the Aggregate Qualified Adjusted MWs of Financially Closed Projects shall be calculated pursuant to the following formula: 1. For the GPM Test: Development MWs-[(1-(Actual GPM/[*]%)) * [*] * Development MWs] = the “Revised Development MWs” 2. For the IRR Test: Development MWs-[1-(Actual IRR/[*]%)) * [*] * Development MWs] = the “Revised Development MWs” 3. E.g., assuming 150MW at a [*]% GM achieved, would result in: 150 – [(1-([*]/[*])) * [*] * 150 = [*]MW
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Earnout Adjustment. The Parties acknowledge that BII anticipates filing with the Securities Exchange Commission (“SEC”) a Form 10 for the registration of the common stock of BII pursuant to Section 12(b) of the Exchange Act (the “Registration Statement”). BII shall use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC on or before December 31, 2018 (the “Registration Deadline”). During the one-year period beginning on the date that the Registration Statement is declared effective by the SEC and ending on the one-year anniversary thereof (the “Earnout Period”), BII and LegatumX shall cooperate with each other, in good faith, in order to determine a mutually-agreeable manner and timing for LegatumX to sell the BII Stock (the “Earnout Period Sales”). If LegatumX realizes gross proceeds on the Earnout Period Sales equal to or exceeding Two Million Three Hundred Thousand (USD $2,300,000) Dollars, BII shall receive additional shares of LegatumX’s common stock equal to Five (5%) percent of the outstanding capital stock LegatumX on a Fully- Diluted Basis (the “Lower Threshold Earnout Shares”). Alternatively, if LegatumX realizes gross proceeds on the Earnout Period Sales equal to or exceeding Ten Million One Hundred Thousand (USD $10,100,000) Dollars, BII shall receive additional shares of LegatumX’s common stock equal to Ten (10%) percent of the outstanding capital stock LegatumX on a Fully- Diluted Basis (the “Higher Threshold Earnout Shares”, and together with the Lower Threshold Earnout Shares, the “Earnout Shares”).
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Earnout Adjustment. Any Earnout Adjustment under Section 2.8 shall not give rise to a claim for indemnification by Buyer Indemnities against Seller under Section 13.2 or 13.4 or to a claim for indemnification by Seller Indemnities against Buyer under Section 15.3.
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Earnout Adjustment. Earnout. The Earnout Amount will be reduced (and, for greater certainty, such reduction may result in a nil amount) in accordance with this Section 2.8 if the Corporation does not achieve the Earnout Target during the period from the Closing Date until the date that is the third anniversary of the Closing Date (the “Earnout Period”).
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Earnout Adjustment. The Parties acknowledge and agree that the Conversion Rate of the OP Units issued to the Contributor at the Closing (as may be subsequently transferred by Contributor pursuant to a Permitted Transfer) shall be subject to an upward adjustment based on achieving certain Earnout Adjustment Milestones related to AFFO and AUM as set forth in the Operating Partnership Agreement.
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Earnout Adjustment. During each of the three calendar years beginning on January 1, 2003 and ending on December 31, 2005 (the “Earnout Period”), the Purchase Price shall be adjusted annually in accordance with the amount by which the Sales (as defined in Section 2.8(d)) during such calendar year vary from the sales minimum and the sales target agreed upon by the Buyer and Seller as set forth in this Section 2.8 (the “Earnout Adjustment”). During the one year period beginning on January 1, 2003 and ending on December 31, 2003 (“Earnout Year 1”), the sales minimum is $20,000,000.00 of Sales (“Year 1 Sales Minimum”) and the sales target is $23,500,000.00 of Sales (“Year 1 Sales Target”). During the one year period beginning on January 1, 2004 and ending on December 31, 2004 (“Earnout Year 2”), the sales minimum is $20,000,000.00 of Sales (“Year 2 Sales Minimum”) and the sales target is $25,800,000.00 of Sales (“Year 2 Sales Target”). During the one year period beginning on January 1, 2005 and ending on December 31, 2005 (“Earnout Year 3”), the sales minimum is $20,000,000.00 of Sales (“Year 3 Sales Minimum”) and the sales target is $28,380,000.00 of Sales (“Year 3 Sales Target”). Each of the one year periods beginning on January 1st and ending on December 31st shall be referred to as an “Earnout Year.”
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Earnout Adjustment. The Purchaser or ▇▇▇▇▇ Plastics shall pay, or cause to be paid, to each Shareholder its respective Proportionate Percentage of the Earnout Amount payable with respect to such period, if any, no later than 15 Business Days following delivery of the Net Sales Statement; PROVIDED, HOWEVER, in the event that the parties determine at any time that Net Sales during a period has exceeded the minimum threshold amount for such period that would result in an Earnout Amount being payable, the Purchaser or ▇▇▇▇▇ Plastics shall pay the Earnout Amount payable with respect to such minimum threshold amount promptly after such determination has been made (which would be an advance towards the aggregate Earnout Amount payable for such period following delivery of the Net Sales Statement). Such amounts shall be payable by wire transfer of immediately available funds to an account designated by such Shareholder.
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Related to Earnout Adjustment

  • CPI Adjustment If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

  • Tax Adjustment Tenant shall pay as additional rent for each Calendar Year that amount (the "TAX ADJUSTMENT AMOUNT") which is Tenant's Proportionate Share of the amount by which the Taxes incurred with respect to such Calendar Year exceed the Tax Base Amount. The Tax Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following the close of each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed based on Taxes for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency as shown by such statement to Landlord within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceeds the actual Tax Adjustment Amount due from Tenant for such Calendar Year, then, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum 4. period of time permitted by law; if the authority to whom such assessment is to be paid shall not permit such assessment to be paid in installments, the amount of such assessment shall be treated as being amortized over such number of calendar years, beginning with the Calendar Year in which the assessment is payable, as Landlord shall reasonably determine, with interest at the rate of 15% per annum on the unamortized amount, and such amortization and interest for each Calendar Year shall be included in Taxes for that Calendar Year.

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.