Earnout Payment Sample Clauses

Earnout Payment. (i) As promptly as practicable after the end of the Earnout Period, but in no event later than 60 days following December 31, 2005, Parent shall provide the Stockholders’ Agent with a report, setting forth the Net Revenues for the 12-month period ended December 31, 2005 (the “Earnout Report”). If an Earnout Dispute Notice is not delivered pursuant to Section 2.4(c)(iii) below, then in no event later than 105 days following December 31, 2005, Parent shall pay or cause to be paid the Earnout Payment Amount in accordance with the terms of this Agreement, subject to the right of offset provisions of Sections 2.4(a), (b) and (d). (ii) Parent shall keep full, clear and accurate books and records with respect to the Business. The books and records shall be maintained in such a manner that Net Revenue shall be readily verifiable. All books and records with respect to the Business shall be available for inspection by the Stockholders’ Agent or any attorney or accountant engaged by the Stockholders’ Agent to act on behalf of the Holders, in all cases upon reasonable prior notice and during normal business hours. The information contained in the books and records of Parent with respect to the Business shall remain confidential. Notwithstanding the foregoing, upon written request of the Stockholders’ Agent, Parent shall provide the Stockholders’ Agent with a report reflecting the estimate of the Net Revenue to date (which estimate is subject to change in the preparation of the Earnout Report) as promptly as practicable thereafter; provided that the Stockholders’ Agent may only make such a request once every six months commencing on July 1, 2005. If the Stockholders’ Agent does not deliver to Parent an Earnout Dispute Notice (as defined below) as set forth in Section 2.4(c)(iii) below, then the Earnout Report for the Earnout Period shall be deemed final and binding and neither the Stockholders’ Agent nor the Holders shall have any further right to contest the report, the computation of Net Revenue or payment of the Earnout Payment Amount. (iii) In the event that the Stockholders’ Agent shall dispute the information set forth by Parent in the Earnout Report or, if based on the Stockholders’ Agent’s review of the books and records of the Business in accordance with subsection (c)(ii) above, omitted from the Earnout Report, as the case may be, then, within 60 calendar days following the date of the delivery by Parent of such report, the Stockholders’ Agent shall provide w...

Earnout Payment. Promptly following the determination of the amount of the Earnout Payment, if any, in accordance with this Section 1.7, and in any event within thirty (30) days after such determination, Buyer shall pay to Parent the Earnout Payment in cash (or wire transfer of immediately available funds) to an account designated in writing by Parent. In the event payment of the Earnout Payment shall be prohibited by the terms of the Debt Financing or any Alternative Financing (as any of them may be amended, waived, modified, refinanced, replaced or superseded) (the “Loan Agreements”), Buyer shall pay the maximum amount of the Earnout Payment that may be paid by Buyer pursuant to the Loan Agreements, and Buyer shall not be obligated to pay any remainder amount subject to the following: (i) any amount of the Earnout Payment not paid shall accrue interest for the period of any deferral at an annual rate equal to the interest rate applicable to the Senior Debt Financing (or any replacement or refinanced facility), (ii) any amount of the Earnout Payment not paid and any interest thereon shall be paid as soon as allowable under the terms of the Loan Agreements, (iii) Buyer and its subsidiaries may not make any payments in respect of management fees or similar fees until the full amount of the Earnout Payment and any accrued and unpaid interest thereon has been paid to Parent, (iv) any increase in the Availability (as defined in the Loan Agreements) required in order for Buyer to make the Earnout Payment shall not be effective for purposes of determining whether Buyer is obligated to pay the Earnout Payment hereunder, and (v) any unpaid amount of the Earnout Payment and any accrued and unpaid interest thereon shall be due and payable (but shall continue to accrue interest if still unpaid) upon the first to occur of (A) October 1, 2013 and (B) the acceleration of indebtedness under the Loan Agreements.

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 days after the completion of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agree...

Earnout Payment. (i) If the Share Price is equal to or greater than $15.00 for at least 20 out of 30 consecutive trading days (counting only those trading days in which there is trading activity) from the period starting from the date immediately following the Closing Date and ending on December 31, 2026 (the “Share Price Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the Share Price Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (ii) If the EBITDA for any fiscal year ending on or before December 31, 2027 is equal to or greater than $60,000,000 as finally determined pursuant to Section 2.08(a) (the “EBITDA Earnout”), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the EBITDA Earnout is achieved, a joint written instruction instructing the Escrow Agent to release 2,500,000 of the Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to the Sellers in the amounts set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10). (iii) If there are any Seller Earnout Escrow Shares remaining in the Seller Earnout Escrow Account after application of Section 2.08(b)(i)-(ii), then Purchaser, along with the Seller Representative, shall prepare, execute and deliver to the Escrow Agent, as soon as practicable but no later than thirty (30) days after the applicable earnout period has elapsed, a joint written instruction instructing the Escrow Agent to release such remaining Seller Earnout Escrow Shares from the Seller Earnout Escrow Account to Purchaser, which shares will then be held as treasury shares or canceled by Purchaser, at Purchaser’s election. (iv) Any payment made pursuant to this Section 2.08 shall be treated as an adjustment to the purchase price for all Tax purposes, except to the extent otherwise required by applicable Law (including, for the avoidance of doubt, with respect to any amounts required to be treated as interest pursuant to Section 483 of the Code or otherwise).

Earnout Payment. (a) As additional consideration for the Common Units, subject to the conditions in Section 2.6(b), as additional Purchase Price, Buyer shall pay to Sellers’ Representative on behalf of Sellers the following amounts: (i) if a Change of Control is consummated during the Earnout Period, the lesser of (A) the product of (1) the Annualized Earnout Amount multiplied by (2) the Earnout Multiple or (B) Forty Million Dollars and 00/100 ($40,000,000) (the amount paid is the “Annualized Earnout Payment”); and (ii) (A) the lesser of (1) the product of (I) the Earnout Amount multiplied by (II) the Earnout Multiple or (2) Forty Million Dollars and 00/100 ($40,000,000.00) minus (B) the Annualized Earnout Payment, if any (the amount paid is the “Earnout Payment”). Notwithstanding any provision in this Agreement to the contrary, in no event will the sum of the Annualized Earnout Payment and the Earnout Payment exceed Forty Million Dollars and 00/100 ($40,000,000.00) and in no event will either the Annualized Earnout Payment or the Earnout Payment be less than zero. (b) The Earnout Payment and Annualized Earnout Payment will be paid by Buyer within fifteen (15) days after the determination of such amounts, respectively, is final, binding, and conclusive on the parties in accordance with this Section 2.6 (the date of payment of the Earnout Payment being the “Earnout Payment Date”); provided, however, that portion, if any, of the Earnout Payment that is attributable to Adjusted EBITDA in excess of Thirty One Million Dollars and 00/100 ($31,000,000.00) (the “Excess Earnout”) will be paid, subject to the last sentence of this Section 2.6(b), by Buyer on the first anniversary of the Earnout Payment Date (the “Second Earnout Payment Date”). Notwithstanding any provision in this Agreement to the contrary, the Excess Earnout, if any, will not be due, and Buyer will have no obligation to pay any Excess Earnout, if either Xxxxxxx Xxxxxx or Xxxxx Xxxxxx has been terminated by Buyer or any Affiliate for Cause or have voluntarily terminated their employment with Buyer or any Affiliate other than for Good Reason prior to the Second Earnout Payment Date. For the avoidance of doubt, the death or disability (as such term may be defined in the Executive Employment Agreement of Xxxxxxx Xxxxxx and Xxxxx Xxxxxx) of either Xxxxxxx Xxxxxx or Xxxxx Xxxxxx will not affect the rights of the Sellers to receive any Annualized Earnout Payment or Earnout Payment. (c) No interest shall accrue, and Seller...

Earnout Payment. The Escrow Property shall be held in the Escrow Account and, subject to this ARTICLE III and ARTICLE X, will be released to the Seller (along with the Accrued Dividends) in the event that the Company and its respective Subsidiaries meet certain minimum performance requirements in accordance with this ARTICLE III. Collectively, any payments contemplated under this Section 3.4 shall be referred to as the “Earnout Payment”. (a) Subject to this ARTICLE III and the provisions of ARTICLE X, in the event that the Company’s Gross Revenue for the year ended December 31, 2019 is: (i) greater than or equal to RMB 5,000,000,000, then the Escrow Agent shall release and transfer 1,950,000 Escrow Shares to the Seller as set forth in the Release Instructions; or (ii) less than RMB 5,000,000,000, then no Escrow Shares shall be released and transferred to the Seller pursuant to this Section 3.4(a), (b) Subject to this ARTICLE III and the provisions of ARTICLE X, in the event that the Company’s Adjusted EBITDA for the year ended December 31, 2019 is: (i) greater than or equal to RMB 200,000,000, then the Escrow Agent shall release and transfer 7,800,000 Escrow Shares to the Seller as set forth in the Release Instructions; (ii) is greater than RMB 150,000,000 but less than RMB 200,000,000, then the Escrow Agent shall release and transfer such number of Escrow Shares equal to 3,900,000 plus the product of (A) 3,900,000 and (B) the quotient of (x) Company’s Adjusted EBITDA minus 150,000,000, divided by (y) 50,000,000 (for the avoidance of doubt this amount shall not be greater than 7,800,000 Purchaser Ordinary Shares, nor less than 3,900,000 Purchaser Ordinary Shares) to the Seller as set forth in the Release Instructions; (iii) equal to RMB 150,000,000, then the Escrow Agent shall release and transfer 3,900,000 Escrow Shares to the Seller as set forth in the Release Instructions; or (iv) is less than RMB 150,000,000, then no Escrow Shares shall be released and transferred to the Seller pursuant to this Section 3.4(b). (c) Subject to this ARTICLE III and to any potential Losses set forth in any Claim Notice and the provisions of ARTICLE X, in the event that the Company’s Adjusted EBITDA for the year ended December 31, 2020 is: (i) greater than or equal to RMB 480,000,000, then the Escrow Agent shall release and transfer 9,750,000 Escrow Shares to the Seller as set forth in the Release Instructions; (ii) is greater than RMB 340,000,000 but less than RMB 480,000,000, then the Esc...

Earnout Payment. (a) The Earnout Consideration shall be paid by Parent in an earnout payment to the Company Stockholders in the form of Parent Earnout Shares in amounts set forth below (in each case, an “Earnout Payment”), in the event that any of the following shall occur: (i) during any of the time periods beginning as of May 1, 2005 and ending on the date listed in the Performance Target Schedule in the column entitled “Target Date” (subject to clause (ii) below), the Surviving Corporation’s Revenue (as defined below) is equal to or greater than the applicable amount indicated in the column entitled “Revenue Performance Level”:

Earnout Payment. The Purchaser hereby agrees to pay to the Company a maximum Earnout consideration of six million dollars (USD $6,000,000) in accordance with the following: (i) Earnout #1: up to a maximum of one million five hundred thousand dollars (USD $1,500,000) will be paid by Purchaser to the Company on the 31st day of March 2012. The Earnout #1 payment will be in an amount equal to one times the aggregate of the Turnover (gross revenue) of Newcorp and the aggregate backlog of business (future Projects of Newcorp under an agreement, purchase order, master services agreement, or other authorization to perform work) between the Closing and the 31st day of March 2012, capped at a maximum Earnout #1 payment of one million five hundred thousand dollars (USD $1,500,000); (ii) Earnout #2: up to a maximum of four million five hundred thousand dollars (USD $4,500,000) (the “Earnout #2 Cap”) will be paid by Purchaser to the Company on the 10th day following the Earnout #2 (a) or Earnout #2 (b) period. The Earnout #2 payment will be in an amount equal to: a. the difference between: (i) six (6) times EBITDA of Newcorp for the fiscal year 2013 AND (ii) the aggregate of: (a) the Upfront Purchase Price paid by Purchaser to the Company under the Asset Purchase Agreement and (b) the Earnout 1 already paid and (c) the amount of Research Services actually acquired as purchased by the Company with Credits under Section 7.4(a) of the Asset Purchase Agreement (i.e. USD $600,000). For the purpose of Earnout #2(a), the EBITDA will be measured for the twelve months ended March 31, 2013; or, at the election of the Company: b. the difference between: (i) six (6) times EBITDA of Newcorp for the fiscal year 2013 and 2014 AND (ii) the aggregate of: (a) the Upfront Purchase Price paid by Purchaser to the Company under the Asset Purchase Agreement and (b) the Earnout 1 already paid and (c) the amount of Research Services actually acquired as purchased by the Company with Credits under Section 7.4(a) of the Asset Purchase Agreement (i.e. USD $600,000). For the purpose of Earnout #2(b), the EBITDA will be measured for the average of the two twelve month periods ended March 31, 2013 and 2014. The Earnout #2, to the extent earned, will be paid ten [10] Business Days after the 31st of March 2013 or 2014 depending on the election of the Company for calculation under Earnout #2(a) or Earnout #2(b) above. If the Company is not paid an aggregate Earnout of one million five hundred thousand dollars (USD $1,5...

Earnout Payment. (a) As additional consideration for the Stock, the PC Stock, and the non-competition provisions set forth herein, Buyer will pay to each Seller, based on such Seller’s percentage as set forth on Schedule 1.2, such Seller’s proportionate share of the Earnout Amounts, if any. Any Earnout Amount will be paid in cash in immediately available funds in accordance with wire transfer instructions given by Sellers in writing to Buyer. (b) Within 30 days after the Year One Collection Date (as defined below), Buyer will deliver to Sellers a schedule setting forth in reasonable detail Buyer’s calculation of the Year One Earnout Amount. Such calculation will be subject to Sellers’ review. In reviewing such calculation, Sellers will have the right to communicate with, and to review the work papers, schedules, memoranda, and other documents Buyer or its representatives prepared or reviewed in performing such calculation and thereafter will have access to all relevant books and records, all to the extent Sellers reasonably require to complete their review of such calculation. Within thirty (30) days after their receipt of Buyer’s calculation of the Year One Earnout Amount, Sellers will advise Buyer whether, based on such review, they have any exception to such calculation. Unless Sellers deliver to Buyer within such thirty-day period a letter describing their exceptions to Buyer’s calculation of the Year One Earnout Amount as set forth in the schedule delivered by Buyer to Sellers described in this Section 1.4(b) or a letter describing Buyer’s failure to comply with its obligations under this Section 1.4(b) that has resulted in Sellers’ inability to determine exceptions to the schedule Buyer delivers, Buyer’s calculation of the Year One Earnout Amount for calendar year 2007 will be conclusive and binding on Buyer and Sellers as the Year One Earnout Amount. If Sellers deliver such letter, the Parties will follow the procedures for resolution of disputes set forth in Section 1.4(f). (c) Within 30 days after the Year Two Collection Date (as defined below), Buyer will deliver to Sellers a schedule setting forth in reasonable detail Buyer’s calculation of the Year Two Earnout Amount. Such calculation will be subject to Sellers’ review. In reviewing such calculation, Sellers will have the right to communicate with, and to review the work papers, schedules, memoranda, and other documents Buyer or its representatives prepared or reviewed in performing such calculation and thereaf...

Earnout Payment. (a) Purchaser or TeamStaff shall pay to OII an additional payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the "Earnout Payment"), by wire transfer of immediately available funds, payable on April 30, 2001, subject to the following conditions: (i) On October 15, 2000, Purchaser shall provide to OII a written report that lists the Current Accounts (who are listed on the Final Current Accounts List (as defined below) (for purposes of this Section 3.2 referred to as "Synadyne Customers") who are customers of Purchaser as of September 30, 2000, and the number of employees subject to a contract with Purchaser at any Synadyne Customer as of September 30, 2000 (the "September 30, 2000 Employees"). On April 15, 2001, Purchaser shall provide to OII a written report that lists the Synadyne Customers, and the number of employees subject to a contract with Purchaser and being paid a salary at a Synadyne Customer as of March 31, 2001 (the "March 31, 2001 Employees"). For purposes of calculating the number of September 30, 2000 Employees and March 31, 2001 Employees, all Allstate agent accounts, whether independent or not at the time of this Agreement, shall constitute one Synadyne Customer. For purposes of calculating the number of September 30, 2000 Employees and March 31, 2001 Employees, all employees subject to a contract with Purchaser and being paid a salary at an Allstate agent office shall be included. It is understood that the total number of employees in the Allstate Account on September 30, 2000 or March 31, 2001 will not exceed the number of employees in the Allstate Account as of the Closing Date. (ii) If the aggregate number of March 31, 2001 Employees is less than 9500, the following calculations shall determine the amount of the Earnout Payment that Purchaser shall pay to OII on April 30, 2001: (A) subtract the number of March 31, 2001 Employees from 9500 (the "March 31, 2001 Amount"); (B) multiply the March 31, 2001 Difference by $500.00 (the "Reduction Amount"); (C) subtract the Reduction Amount from $1,250,000 (the "Subtotal"); (D) subtract the number of March 31, 2001 Employees from the number of September 30, 2000 Employees, and, (x) if the difference is a number more than zero, multiply the difference by $187.50 (the "Credit Amount") or (y) if the difference between the number of March 31, 2001 Employees and the number of September 30, 2000 Employees is less than zero, the Credit Amount shall be zero; and (E) add the Credit A...