Earnout Matters Sample Clauses

Earnout Matters. This Schedule 3.2(c) sets forth the agreement of the parties with respect to the Earnout Payments to be paid as part of the Purchase Price, subject to the terms and conditions of the Agreement and this Schedule 3.2(c), and the Purchaser’s conduct of the Earnout Group Business through the end of the Earnout Period. Unless the context otherwise requires, defined terms contained herein not otherwise defined in this Schedule 3.2(c) shall have the meanings set forth in the Agreement and shall survive the Closing.
Sample 1
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Earnout Matters. (a) As a portion of the Transaction Value payable pursuant to Section 2.1 hereof and this Section 2.5, Purchaser shall pay to the Seller Representative, on behalf of the Sellers and any Remaining Members, cash in the amount and in respect of each period set forth below (each, as applicable, an “Earnout Period” and any applicable amount payable with respect to such Earnout Period, an “Earnout Amount”) within sixty (60) calendar days following the end of the applicable Earnout Period:
Sample 1
Earnout Matters. In consideration for the agreements and concessions set forth herein, in the Separation Agreement and in the Notes, each Party hereby waives and releases in all respects any and all obligations of each Buyer and Buyer Parent, including any rights to any amounts, whether owed, owing or to any future payments, if any, that may have been due or may become due in any manner connected to any Earnout Payment (as defined in the Purchase Agreement prior to the effectiveness of this Amendment), or compliance or non-compliance with any covenants contained in Section 1.3 of the Purchase Agreement or otherwise arising from, relating to or in connection with Section 1.3 of the Purchase Agreement and the matters contemplated thereby (but, for the avoidance of doubt, not limiting the agreements in this Amendment).
Sample 1
Earnout Matters. (a) As further consideration for the sale and transfer of the Acquired Assets pursuant to this Agreement, Buyer shall pay to Sellers an amount (the “Earnout Amount”) that is equal to fourteen-fifteenths (14/15) of the amount by which the Earnout Product Revenue for the period from the Closing Date through the first anniversary of the Closing Date (the “Earnout Period”) exceeds U.S. $75,000,000.00 (provided, however, that in no event shall the Earnout Amount pursuant to this Section 1.5(a) exceed U.S. $70,000,000.00 (the “Maximum Earnout Amount”)) within twenty (20) Business Days after the end of the Earnout Period. For purposes of this Agreement, (i) “
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Earnout Matters 
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Related to Earnout Matters

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Transitional Matters Each of Seller and Purchaser will use its respective reasonable efforts to cooperate to (a) transfer to Purchaser or any of its Affiliates any insurance and administrative services contracts that Purchaser wishes to continue with respect to any Employee Plan that Purchaser or any of its Affiliates is assuming or continuing pursuant to this Agreement and (b) cause any insurance carrier administering workers' compensation and other employee benefit liabilities or obligations assumed by Purchaser or any of its Affiliates to deal directly with Purchaser or such Affiliate.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Fiscal Matters 14 Section 4.11

  • Patent Matters 4.1 Licensor shall have the right, but not the obligation, to prosecute and maintain all Patents to be issued pertaining to the Patent applications licensed in Exhibit A at its cost and expense. Licensor shall keep licensee reasonably apprised of all relevant actions regarding the status of such patents.

  • Additional Matters (a) Any claim on account of a Liability which does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Investment Matters The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

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