Earnout Calculation Sample Clauses

Earnout Calculation. (i) Not later than fifteen (15) days following the date on which the unaudited divisional results for the Company for the fiscal year ending December 31, 2020 are available, GTY shall prepare or caused to be prepared and deliver to the eCivis Holders’ Representative a statement setting forth the 2020 Revenues and EBITDA amounts. GTY shall make available to the eCivis Holders’ Representative and its counsel, accountants and other advisors reasonable access (during normal business hours, with the right to make copies) the financial and other relevant books and records of the Company and its Subsidiaries, in each case for the purposes of the review and objection right and dispute process contemplated in this Section 1.1. Notwithstanding the foregoing provisions of this Section 1.1(a)(i), the Company shall not be required to, or to cause any of its Subsidiaries or Affiliates to, grant access to or furnish information to the eCivis Holders’ Representative to the extent that (a) such information is subject to an attorney/client or attorney work product privilege or (b) such access or the furnishing of such information is prohibited by applicable Law.
Sample 1
AutoNDA by SimpleDocs
Earnout Calculation. 1. As soon as reasonably practicable following the due date for Parent’s release of earnings for fiscal year 2014 or 2015, as applicable, but no later than three (3) Business Days after such release, Parent shall provide the Representative its calculation of the 2014 Earnout Amount or 2015 Earnout Amount, as applicable, including the Combined MIS Revenue for the applicable fiscal year and information and data reflecting and demonstrating such revenue.
Sample 1
Earnout Calculation. Except with respect to Earnout Payments separately calculated in accordance with Section 4(b)(iii) below, the Earnout Payments shall be based upon the following calculation of the “Earned Amount” during the five-year period beginning January 1, 2010. For those existing products listed on Exhibit H (the “Existing Products,” which term shall also include any product that is essentially the same as an Existing Product listed on Exhibit H but has minor differences from the Existing Product based on form or aesthetics (including, without limitation, differences in color, size, shape or labeling of buttons)), the “Earned Amount” means 50% of the ”Margin” for such Existing Product indicated on such Exhibit H multiplied by the number of such Existing Products sold during the relevant period. For any Newly-Developed Products (as defined below), “Earned Amount” means, for any particular product sold during any particular period of time, the greater of (A) 15% of the direct manufacturing cost of such product (not including, for the avoidance of doubt, any overhead costs) (“Manufacturing Cost”) or (B) 30% of the excess of (x) the dollar amount of sales, net of product returns and bad debt reserve, made by Buyer with respect to such product, over (y) the Manufacturing Cost of such product, with the amount of sales and direct manufacturing cost being calculated in a manner substantially similar to the historical calculation of such items by Seller prior to the Closing. In addition, the bad debt reserve referenced above shall be calculated in accordance with GAAP and Globalstar’s currently existing bad debt reserve policies and procedures. All calculations made by Buyer under this Section 4(b) shall be calculated in good faith by Buyer. Notwithstanding the foregoing, however, the Earned Amount calculation shall not apply to, and Seller shall not be entitled to receive any Earnout Payments for, sales of any product that is either (1) a SPOT 1 or SPOT 2 product or (2) a product that is essentially the same as a SPOT 1 or SPOT 2 product but has minor differences from the SPOT 1 or SPOT 2 product based on form or aesthetics (including, without limitation, differences in color, size, shape or labeling of buttons). For purposes of this Section 4(b)(i), the term “sales,” “sold” or words of similar meaning shall include any transfer of a product to a third party where there is a defined sales price for the product or there is no sales price for the product, but there is a servic...
Sample 1
Earnout Calculation. On or before April 30, 2020, Purchaser shall deliver to the Stockholder a calculation (the “Earnout Calculation”) setting forth the Company Business EBITDA for the twelve-month period ending on December 31, 2019 (the “Measurement Period”), and the School Proforma EBITDA. The Earnout Calculation shall be prepared and calculated in good faith and shall be based upon the books and records of the Company and the Company Subsidiaries.
Sample 1
Earnout Calculation. The Stockholders shall receive an Earnout payment equal to the following percentage of the amounts by which the actual EBITDA of the Company achieved during an applicable Earnout Period (as defined below) exceeds the EBITDA Goal (as set forth in (c) below) applicable to such Earnout Period: Earnout Period #1 -- 57.00 % Earnout Period #2 -- 54.00 % Earnout Period #3 -- 52.48 %
Sample 1
Earnout Calculation. The calculation of the earnout payment (the “Earnout Payment”), if any, will be based on the Net Revenue during the twelve (12) month period commencing on January 1, 2025, and ending on December 31, 2025 (the “Earnout Period”). In no event shall the Earnout Payment exceed $18,000,000 (the “Earnout Payment Target”).
Sample 1
Earnout Calculation. The earnout consideration ("EARNOUT CONSIDERATION") shall be calculated in accordance with, and subject to the limitations set forth in, EXHIBIT A. As soon as practicable after December 31, 2001, but not later than March 15, 2002, Buyer shall furnish to Seller a schedule setting forth Buyer's calculation of the Earnout Consideration in accordance with EXHIBIT A (the "EARNOUT CALCULATION SCHEDULE"). Buyer shall allow Seller and its representatives timely and full access to all books, records, and work papers of the Companies that Seller may reasonably request to review the Earnout Calculation Schedule. If Seller objects to Buyer's calculation of Earnout Payment as shown on the Earnout Calculation Schedule, then within 30 days after Seller's receipt of such schedule (the "OBJECTION PERIOD"), Seller may object to such calculation by giving a written notice of objection to Buyer specifying in reasonable detail its objections (the "OBJECTION NOTICE") to the Earnout Calculation Schedule. Within 30 days after Buyer's receipt of the Objection Notice, Buyer and Seller shall meet on a date specified by Seller at the offices of Ernst & Young LLP, Amsterdam, Netherlands and attempt in good faith to reasonably resolve any disputes as to the calculation of Earnout Consideration. If Buyer and Seller are unable to resolve any such disputes, Seller may refer the matter to the Accountants for final determination as set forth in Section 2.03(b) provided such referral is made prior to June 30, 2002. If Seller does not deliver the Objection Notice to Buyer within the Objection Period, Seller shall be deemed to agree in all respects with Buyer's calculation of the Earnout Consideration.
Sample 1
AutoNDA by SimpleDocs
Earnout Calculation. ○ The Total Earnout for an Earnout Term will be calculated based on the following formula: Total Earnout = (Earnout Term Base Amount * Revenue Weighting * [Actual Earnout Term Revenue / Earnout Term Revenue Target]) + (Earnout Term Base Amount * Revenue Weighting * [Actual Earnout Term Revenue / Earnout Term Revenue Target]) ○ This structure ensures alignment of incentives with both top-line growth and profitability. ○ Within one hundred twenty (120) days of the end of each Earnout Term, the Buyer shall prepare and deliver to the Sellers a written statement setting forth and specifying in reasonable detail the Buyer’s determination of the Company’s actual revenue and actual EBITDA for the Earnout Term, and the corresponding calculation for Total Earnout. ○ After the written statement is issued, the Sellers will have a period of ten (10) days to accept or dispute the Total Earnout. If the Sellers choose to dispute, they must provide a written statement to the facts that lead them to believe the Buyers are in error. If the Sellers accept, they should do so in writing. If the Sellers do not respond in writing within ten (10) days, it will be considered an acceptance of the Total Earnout by the Sellers.
Sample 1

Related to Earnout Calculation

  • Earnout The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (i.e. $2,386,109) by .082251 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 20. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the deposits described below). As of the date hereof, the Vacant Space totals 20,294 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for the Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “Earnout Period”). During the term of the Earnout Period (and prior to the satisfaction of the Occupancy Conditions of any portion of the Vacant Space by a new tenant), Seller shall be responsible for the monthly pro rata share of taxes, insurance and common area expenses (collectively, the “Operating Expenses”) allocable to the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to the estimated aggregate Operating Expenses for the Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Period, the balance of the Operating Expense Escrow, if any, shall be paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the Vacant Space, plus (ii) $3.00 per square foot of the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (collectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) paid to Purchaser if the Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period; or (z) paid to Seller if the Vacant Space is fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in the Leasing Escrow after payment to Purchaser and/or Seller (as applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for space which is being reconfigured for future leasing to a tenant) (e.g., relocation of walls and doorways), Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and such new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the event Purchaser fails to respond within an additional two (2) business days after a second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of the second notice described above, then the lease shall be deemed to have been executed by Purchaser as of the sixth (6th) business day following Purchaser’s receipt of same.

  • Interest Calculation Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year by (c) the outstanding principal balance.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) days thereof, Buyer shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Closing Balance Sheet”), (ii) a calculation of Net Working Capital (“Closing Date Net Working Capital”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company and its Subsidiaries (“Closing Date Cash”) and (v) a calculation of Unpaid Company Transaction Expenses (“Closing Date Unpaid Company Transaction Expenses”), in each case, (except as set forth in the proviso below) (x) calculated as of 11:59 p.m. Eastern time on the Closing Date in accordance with the Closing Balance Sheet Principles and (y) without giving effect to the consummation of the Merger, including any payments of cash in respect of the Merger Consideration, any repayment of Funded Debt of the Company after the Effective Time or any financing transactions in connection with the transactions contemplated hereby or, after the Effective Time, any other action or omission by Buyer, the Surviving Corporation or any of its Subsidiaries that is not in the ordinary course of business consistent with past practice; provided, however, that (I) the Closing Balance Sheet shall reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Reference Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date of the Reference Balance Sheet, (II) the Tax assets and liabilities included in the Closing Balance Sheet and Closing Date Net Working Capital shall give effect to and take into account the consummation of the Merger and the other transactions contemplated by this Agreement, and (III) the Closing Balance Sheet shall not reflect any expense or liability for which Buyer is responsible under this Agreement. Following the Closing, Buyer shall provide the Holder Representative and its representatives access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the preparation of the Closing Balance Sheet and shall cause the personnel of the Company and its Subsidiaries to cooperate with the Holder Representative in connection with its review of the Closing Balance Sheet.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

  • Allocation Schedule No later than three Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately prior to the Closing, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Share.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. 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 Maximum Annual Operating Expense Limit.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!