Earnout Period. 2.1 Pursuant to the terms of the Contract, Seller shall have thirty-six (36) months following the Closing (the “Earnout Period”) to earn the Unfunded Purchase Price (as defined by the Contract) following the Closing. During the Earnout Period, Seller and its authorized agents will be given access to the Property in order to complete all construction, leasing, maintenance, alterations, and installations related to any earnouts (the “Earnout Activities”).
Earnout Period. Within 15 days following the expiration of the period commencing on January 1, 2010 and ending on December 31, 2010 unless the Closing has not occurred by January 1, 2010, in which case the period shall commence on the Closing Date and end 12 months following the Closing Date (as applicable, the “Earnout Period”), Parent shall (i) deliver a statement (the “Earnout Statement”) to the Representatives containing Parent’s calculation of the Earnout Consideration (the “Preliminary Earnout Consideration”). Parent shall permit the Representatives and their accountants to review promptly upon reasonable request, on-site or otherwise, during normal business hours as mutually agreed, all records, work papers and other information prepared or used by Parent in connection with the preparation of the Earnout Statement. The Representatives shall have up to 15 Business Days after receipt of the Earnout Statement and all requested records, work papers and other information prepared or used by Parent in connection with the preparation of the Earnout Statement to dispute any or all amounts or elements of such Earnout Statement pursuant to Schedule 5.10(e).
Earnout Period. The period for which the Earnout Payment shall be calculated is the twelve-month period commencing on January 1, 1999 and ending December 31, 1999 (the "Earnout Period").
Earnout Period. Subject to the terms of this Agreement, Buyer shall pay to Parent, in accordance with the provisions of this Section 1.7, additional consideration (the “Earnout Payment”) based upon the Audited EBITDA for the period commencing January 1, 2008 and ending on December 31, 2010 (the “Earnout Period”).
Earnout Period. “Earnout Period” shall have the meaning set forth in Section 2.6 of this Agreement.
Earnout Period. Buyer agrees to pay or to cause the Company to pay the Earnout to each of the following persons listed below (each such person hereinafter referred to as a "Recipient") and in the following portions set forth below if and only if (i) Xxxx X. Xxxxx is employed full-time by the Company, the Buyer or a Subsidiary of Buyer throughout the entire term of the Earnout Period and (ii) such Recipient is employed full-time by the Company, Buyer or a Subsidiary of Buyer throughout the entire term of the Earnout Period. If the Recipient is Xxxx X. Xxxxx and he is not so employed, then his portion shall nevertheless be paid to him if his full-time employment is terminated by death, disability, or by the Company, Buyer or a Subsidiary of Buyer other than for cause. In addition, if the Recipient is someone other than Xxxx X. Xxxxx, and such Recipient fails to remain employed throughout the Earnout Period as provided above, then such Recipient's portion of the Earnout shall nevertheless be paid to him or her if (i) Xxxx X. Xxxxx is also entitled pursuant to this Agreement to receive his portion of the Earnout Period and (ii) such Recipient's full-time employment is terminated by death, disability, or by the Company, Buyer or Subsidiary of Buyer other than for cause. If Xxxx X. Xxxxx'x employment is terminated, or if such Recipient's employment is terminated by him or her, either voluntarily or for cause by the Company, Buyer or a Subsidiary of Buyer prior to the end of the Earnout Period, then such Recipient shall not be entitled to receive any portion of the Earnout payable to him or her. The above limitations do not apply to Xxxx Xxxxxxxx'x entitlement to nine percent (9%) of the twelve percent (12%) of the Earnout allocated to him. Such entitlement is based only on Xxxx Xxxxxxxx not being terminated for cause or voluntarily terminating his employment prior to the end of the Earnout Period. If he is terminated for cause or voluntarily terminates he forfeits his entitlement to the Earnout and the nine percent (9%) otherwise allocable to him is not reallocated to any other Recipient.
Earnout Period. 64 EBITDA . . . . . . . . . . . . . . . . . . . 3
Earnout Period. Silvercrest covenants that from the Closing Date through the end of the Earnout Period, Silvercrest shall: (i) continue to conduct the Business in all material respects consistent with the manner in which the Business was conducted by Seller prior to the Closing Date; (ii) not take any action that is primarily intended to adversely impact the ordinary course operations of the Business; and (iii) not take any action or enter into any transaction that is primarily intended to adversely affect any of the Earnout Payments.
Earnout Period ss.2.2(a) 44. Environmental Documents....................
Earnout Period. For any Referred Customer, the Affiliate is entitled to a commission on any Qualifying Revenue received from that Referred Customer for X month from the date of introduction of that Referred Customer, including where those purchases are made after the termination of this agreement, unless this agreement is terminated for cause. This term will be taken to apply to all Qualifying Revenue unless any further entitlement to commission continuing past this time is specified elsewhere in this agreement.
