Earnout Obligations. The Borrower will not, nor will it permit any Subsidiary to, enter into any agreement (in connection with any Permitted Acquisition or otherwise) the result of which, would cause the Borrower and/or any Subsidiary of the Borrower to become obligated, or contingently obligated, for an Earnout Obligation except:
Earnout Obligations. 72 Section 6.5
Earnout Obligations. Buyer's obligations to pay an Earnout hereunder shall not detract from Buyer's rights to operate the Combined Company in such manner as Buyer shall in good faith determine. Buyer and Sellers do not owe a fiduciary duty to each other in connection with the conduct of business as it affects the Earnout. However, the parties will always act in good faith and give reasonable consideration to both the short term and long term good of the Combined Company.
Earnout Obligations. Subject to the terms and conditions set forth in this Agreement including the Earnout Covenants set forth on Schedule A, each of the Sellers acknowledge and agree that (i) no Buyer Party nor any of their Affiliates or any of the Representatives of any of the foregoing shall have any obligation to achieve any EBITDA Amount during the Measurement Period or maximize or achieve any amount of the Earnout Payment, (ii) the failure to achieve any EBITDA Amount or satisfy any of the conditions to the achievement of any amount of the Earnout Payment during the Measurement Period in the exercise of the aforementioned discretion by Buyer Parties or any of their respective Affiliates or any of the Representatives of any of the foregoing shall not give rise to a claim of breach or nonperformance of any of the respective obligations of Buyer, Parent or any other of the aforementioned Affiliates or Representative, (iii) any determination by any Buyer Party regarding or related to whether additional working capital is required and the acceptable amount and sources thereof or failure to obtain a Working Capital Injection pursuant to Section 1.3(e) (other than a failure to obtain such Working Capital Injection resulting from the failure by the Company to execute a loan agreement with a Working Capital Seller if such loan agreement conforms substantially with the requirements of Section 1.3(e)(i)) shall not give rise to a claim of breach or nonperformance of any of the respective obligations of the Buyer Parties or any other of the aforementioned Affiliates or Representative and (iv) Buyer shall have the right to operate the business of the Company following the Closing in accordance with their legitimate business interests.
Earnout Obligations. Seller acknowledges and agrees that, immediately after the Closing, Buyer shall have discretion with regard to matters relating to the operation of the Company; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith or otherwise take any actions for the purpose of avoiding the Earnout Payment. Prior to the Earnout Payment, except in each case with the prior written consent of Seller and subject, in each case to compliance with applicable Laws, Buyer shall: (i) operate the Company and its Subsidiaries and promote its business in good faith and in accordance with Buyer’s reasonable business judgment; and (ii) use commercially reasonable efforts to develop and market the business of the Company and its Subsidiaries.
Earnout Obligations. As promptly as reasonably practicable following the date on which any Earnout Obligation is finally determined in accordance with the applicable Earnout Purchase Agreement, Parent shall provide written notice to the Seller Representative of the final amount of such Earnout Obligation. As promptly as practicable thereafter, Parent and the Seller Representative shall jointly instruct the Escrow Agent to release from the applicable Earnout Escrow Account (a) to Parent an amount equal to the applicable Earnout Obligations as finally determined in accordance with the applicable Earnout Purchase Agreement and (b) thereafter, subject to the final proviso of this Section 2.12, an amount (if any remains) equal to the applicable Earnout Escrow Amount minus the applicable Earnout Obligations as finally determined in accordance with the applicable Earnout Purchase Agreement to the Paying Agent for further distribution to the Merger Participants (subject to Section 2.9(b) and Section 2.11), in each case in accordance with such Person’s Pro Rata Share; provided, further, that to the extent that any portion of the Parent Adjustment Amount remains outstanding and is owing to Parent pursuant to Section 2.8(g)(ii) or there is any outstanding Loss that has been claimed by a Parent Indemnified Person pursuant to Section 6.16 (whether pursuant to an Earnout Obligation or a matter set forth on Section 6.16 of the Disclosure Letter) at the time of a release of the Earnout Escrow Account set forth on Section 1.1(b)(ii) of the Disclosure Letter, the Seller Representative and Parent shall jointly instruct the Escrow Agent to pay all or a portion of the amount that would otherwise have be released to the Paying Agent pursuant to the foregoing clause (b) to Parent in order to satisfy all or a portion of such outstanding portion of the Parent Adjustment Amount pursuant to Section 2.8(g)(ii) or such Loss or Earnout Obligation pursuant to Section 6.16. Parent shall deliver to the Seller Representative any substantive written communications that it sends to a counterparty of the applicable Earnout Purchase Agreement or receives from a counterparty of the applicable Earnout Purchase Agreement in connection with the final determination and calculation of the Earnout Obligations. Parent agrees that it shall not, and that it shall cause the Surviving Company and its Subsidiaries not to, enter into any settlement agreement with respect to any Earnout Obligation without the prior written conse...
Earnout Obligations any obligation of a Borrower to pay a deferred purchase price with respect to the Asset Acquisition.
Earnout Obligations. From and after the Closing, the Sellers and their Affiliates (other than the Companies and Subsidiaries) shall be responsible and make all payments related to the “Revenue Earn Out Amount” required to be made by the Companies or Subsidiaries under that certain Stock Purchase Agreement, dated December 20, 2002, among CSG Systems Canada Corp., a Nova Scotia Unlimited Liability Company, Davinci Technologies Inc., an Ontario Corporation, the Stockholders of Davinci Technologies Inc. and Xxxxxx Xxxxx, as Stockholders’ Representative (the
Earnout Obligations. 38 Section 5.25 ABSENCE OF CERTAIN BUSINESS PRACTICES........................................38 Section 5.26 CLIENT INCIDENTS.............................................................38 Section 5.27 DISCLOSURE...................................................................38 Section 5.28 SCHEDULE UPDATES.............................................................38
Earnout Obligations. The "EARNOUT SCHEDULE" sets forth, accurately and completely, the following information with respect to the businesses acquired by the Acquired Companies prior to the Closing Date (the "PREVIOUS ACQUISITIONS"):
