Earnout Amounts. The Company shall receive, for each of the thirty six (36) full calendar months following Closing, the Earnout Amount earned in such month. The Earnout Amount for any month shall be payable to Seller within 45 days after the end of each fiscal quarter in which such month falls; provided, however, the last installment payable with respect to any Earnout Amounts shall be 65 days after the end of the last of such 36 calendar months.. The following provisions shall also be applicable:
Earnout Amounts. Subject to the adjustments described in this Section 2.4 and Article 6, Seller (or any of Seller’s permitted assigns, subject to compliance with Section 7.3 of this Agreement) shall receive Two Percent (2%) of Purchaser’s worldwide revenue from sales (the “Earnout Amount”) of its personal computers and notebooks (collectively, “PCs”) for the twelve (12) full calendar months (the “Earnout Period”) beginning on December 1, 2007 and ending on November 30, 2008. The Earnout Amount shall be determined in accordance with GAAP and shall be payable to Seller within 45 days after the end of the Earnout Period. In no event shall the Earnout Amount exceed $200,000.00. The Purchaser may in good faith offset the Earnout Amount otherwise payable to reduce dollar for dollar by the amount of any offset allowed pursuant to Section 6.3 of this Agreement, subject to the limitations set forth in Article 6. The following provisions shall also be applicable:
Earnout Amounts. Notwithstanding anything set forth in this Agreement to the contrary, Seller shall be responsible for and indemnifiy the Company, its Subsidiaries, Purchaser and Magellan from and against any and all Damages, costs and expenses and any amounts owing to or alleged to be owing to any Person arising out of, based on or resulting from any earnout arrangement entered into by the Company or any of its Subsidiaries prior the Closing, including, without limitation, those set forth in Schedule 3.11(a) hereto. Magellan and Purchaser agree that after the Closing they shall not, and shall cause the Company and its Subsidiaries not to, take any action of which Seller makes Magellan aware that might be reasonably expected to impact the amount of any such earnout payment without first consulting with Seller. To the extent that Magellan takes any action in its control which results in any earnout payment becoming due which would otherwise not reasonably be expected to become due under said earnout arrangements in place on the Closing Date, then Magellan shall bear the cost of such earnout payment without indemnification by Seller.
Earnout Amounts. In addition to the other consideration payable to Seller pursuant to the other Sections of this Article 1, Seller shall be entitled to the Earnout Amounts, if any, subject to the terms of this Section 1.06.
Earnout Amounts. Following the Closing, Buyer shall pay, or cause to be paid, to each Principal as additional consideration for the redemption of the Units, such Principal’s Earnout Percentage of the Current Period Payment, if any, in respect of each Earnout Period upon the terms and subject to the conditions set forth in this Section 1.5. Exhibit D attached hereto sets forth illustrative examples of the payments payable pursuant to this Section 1.5 based upon the assumptions set forth in the earnout model set forth therein.
Earnout Amounts. (i) Following the Closing, Buyer shall pay, or cause to be paid, to each Member as additional consideration for the purchase of such Member’s Class A Units, such Member’s Earnout Percentage of the Current Year Payment, if any, in respect of each Earnout Period upon the terms and subject to the conditions set forth in this Section 2.5.
Earnout Amounts. (a) Buyer shall pay PrimeWire in cash an amount (the "First Year Cash Earnout") equal to 10% of the amount of the Net Revenues for the First Accounting Year.
Earnout Amounts. 9 Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Earnout Amounts. (i) Subject to the terms of this Section 2.6, Buyer shall pay to Sellers an amount equal to seventy-five percent (75%) of the SaaS Revenues recognized in the First Earnout Measurement Period minus $655,000 (such payment amount, the “First Earnout Amount”); provided, that the First Earnout Amount shall not to be less than $0. Buyer shall deliver to the Sellers, not later than 5:00 p.m., Eastern Time, on the day that is forty-five (45) days after the last day of the First Earnout Measurement Period, a statement setting forth in reasonable detail Buyer’s determination of the First Earnout Amount and the First Customer Earnout Amount (the “First Earnout Statement”) as determined in the good-faith discretion of Buyer. The First Earnout Amount shall be paid by Buyer within ten (10) days after final determination of the First Earnout Amount pursuant to Section 2.6(c) by:
Earnout Amounts. The CY 2019 Earnout Amount and the CY 2020 Earnout Amount shall be based on revenues from Freedom Products and Services and EMPS for CY 2019 and CY 2020 against the respective Targets as provided below.
