Earnout Waivers Sample Clauses

An Earnout Waivers clause serves to relinquish or forfeit certain rights or claims related to earnout payments in a transaction, typically by the seller. In practice, this clause may specify that the seller cannot pursue additional compensation based on the future performance of the business, even if certain targets are met or exceeded. By including this clause, the agreement eliminates potential disputes over earnout calculations and ensures finality in the financial terms of the deal.
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Earnout Waivers. 6.1. The ▇▇▇▇▇▇▇▇ Parties hereby forever waive all of their respective rights under the Acquisition Agreement to Earnout Payments (i.e., all payments in respect of the WAM Earnout and the Miami Earnout). For avoidance of doubt, Wilhelmina shall have no obligation to make any payments to the ▇▇▇▇▇▇▇▇ Parties under Sections 2.8(a), 2.8(b) and 2.8(d) of the Acquisition Agreement irrespective of the operating results of WAM and Wilhelmina Miami (including but not limited to any positive amount in respect of the three year average WAM EBITDA and/or three year average Wilhelmina Miami EBITDA calculations thereunder). 6.2. The ▇▇▇▇ Parties hereby forever waive all of their respective rights under the Acquisition Agreement to Earnout Payments (i.e., all payments in respect of the WAM Earnout and the Miami Earnout); provided that the ▇▇▇▇ Parties shall be continue to be entitled to receive their respective share (which share equals an aggregate of 30.4%) of the first $2,000,000 of the aggregate Miami Earnout (determined without giving effect to any waiver under Section 6.1) (the “Capped Miami ▇▇▇▇ Share”). For avoidance of doubt, (i) Wilhelmina shall have no obligation to make any payments to the ▇▇▇▇ Parties under Sections 2.8(a), 2.8(b) and 2.8(d) of the Acquisition Agreement irrespective of the operating results of WAM and Wilhelmina Miami (including but not limited to any positive amount in respect of the three year average WAM EBITDA and/or three year average Wilhelmina Miami EBITDA calculations thereunder), other than the Capped Miami ▇▇▇▇ Share (if any), and (ii) if the aggregate Miami Earnout (determined without giving effect to any waiver under Section 6.1) is less than $2,000,000, then the ▇▇▇▇ Parties shall be entitled to 30.4% of such lesser amount; provided that, notwithstanding anything to the contrary, any payments to the ▇▇▇▇ Parties in respect of the Miami Earnout shall be subject to the offset provisions set forth in Section 8.6. 6.3. Wilhelmina’s payment obligations (if any) with respect to the Miami Earnout to the Remaining Miami Sellers under Section 2.8(b)(ii) of the Acquisition Agreement shall remain in full force and effect, and, notwithstanding the waivers set forth in Section 6.2 and 6.3 above, Wilhelmina shall comply with its notification and access obligations to the Control Sellers under Section 2.8(b)(i) in respect thereof. 6.4. Pursuant to Section 5 of that certain Representative and Distribution Agreement dated August 25, 2008 by and...
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Related to Earnout Waivers

  • Amendment; Waivers, etc No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

  • Amendment; Waivers This Agreement may be amended, modified or supplemented only by an instrument in writing executed by all the parties hereto. Any waiver of any terms and conditions hereof must be in writing, and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof.

  • Non-Waivers A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.

  • Landlord Waivers; Bailee Waivers In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.

  • Modification; Waivers No modification, termination or attempted waiver of this Agreement will be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced.