Earnouts. Pursuant to the Securities Purchase Agreement, SCRE is obligated to pay any and all of the earnout payments due under the Earn-Out Purchase Agreements, as described on Schedule 4 attached hereto (the “Gross Earn-Out Payments”) directly to the sellers set forth therein within the applicable time periods and on the terms set forth therein for such payment. The payment and performance of such obligation shall be guaranteed under the Earn-Out Guaranty. Promptly following the payment of any Gross Earn-Out Payments by SCRE or Xxxxxxxxx Guarantor, then SCT Holdings, as agent on behalf of such payor, shall provide to VRLP a written notice of such Gross Earn-Out Payment, which shall include a copy of all applicable notice and backup documentation provided by the applicable seller under the applicable Earn-Out Purchase Agreement with respect to such Gross Earn-Out Payment, proof of payment and any other supporting documentation reasonably relating to payment of such Gross Earn-Out Payment. Unless an Event of Default has occurred and is continuing, VRLP shall reimburse SCT Holdings, as agent on behalf of the applicable payor, in an amount equal to one hundred percent (100%) of the amount of any such Gross Earn-Out Payment (any such amounts paid by VRLP, an “Earn-Out Payment” or “Earn-Out Payments”), which Earn-Out Payments shall be added to the Lease Basis in accordance with the Property Leases provided, that, if the payment of any Gross Earn-Out Payment would cause a default under any of any of the Lease Documents or the Transaction Documents, including, without limitation, the breach of any financial covenants set forth herein and therein, VRLP shall have no obligation to make an Earn-Out Payment with respect to such Gross Earn-Out Payment. Upon receipt of any Earn-Out Payments, SCT Holdings shall, as agent on behalf of the applicable payor, pay the same to or at the direction of such payor. SCT Holdings, as agent on behalf of the applicable payor, acknowledges that VRLP shall have no obligation to pay any portion of any Earn-Out Payments that are payable to SCT Holdings following the occurrence and during the continuation of any Event of Default or if the payment of the underlying Gross Earn-Out Payment would cause a default as set forth in the preceding sentence. Any Earn-Out Payments shall be deemed added to the Lease Basis, for purposes of adjusting Base Rent, on the date that such payment is made by VRLP.
Earnouts. (a) In addition to the Purchase Consideration, Sungy shall pay each of the Additional Payments, if any, to Seller in accordance with this Section 2.04.
Earnouts. Section 3.30 of the Strategix Disclosure Memorandum sets forth a. each agreement containing an earnout or similar provision or otherwise providing for a contingent payment by or to any Strategix Company or any Subsidiary in respect of the Strategix Business or otherwise included in the Strategix Liabilities that has not been satisfied in full as of the date hereof (the "Earnout Agreements") and b. a schedule of the amounts that Seller currently estimates will come due under the Earnout Agreements. There is no claim or dispute or, to the Knowledge of Seller, any basis for any such claim or dispute, under any Earnout Agreement. All payments under each Earnout Agreement have been paid when due in accordance with the terms of such Earnout Agreement. The Schedule referred to in clause (ii) hereof was prepared using the Seller's good faith estimates with respect to the Earnout Agreements and is not intended to be a basis for liability or indemnification hereunder absent a material misrepresentation.
Earnouts. Company Shareholder will receive and be issued additional PubCo Shares, up to a maximum aggregate of 10,000,000 PubCo Shares, for no additional consideration or payment by Company Shareholder, in the amounts and upon the occurrence of the events set forth as follows:
Earnouts. (a) Within forty-five (45) days after the last day of each Earnout Period, Purchaser will cause to be prepared and delivered to Seller a statement (each, an “Earnout Statement”) setting forth in reasonable detail Purchaser’s good faith calculations of (i) Revenue for such Earnout Period and (ii) the amount of any Earnout Payment to which Seller is entitled pursuant to Section 2.4(b). Within forty-five (45) days following Purchaser’s delivery of each Earnout Statement to Seller, Seller will give Purchaser a written notice stating either (i) Seller’s acceptance, without objection, of the Earnout Statement (an “Earnout Acceptance Notice”) or (ii) Seller’s objections to the Earnout Statement as set forth in a Notice of Disagreement pursuant to Section 2.5(a). If Seller gives Purchaser an Earnout Acceptance Notice or does not give Purchaser a Notice of Disagreement within such 45-day period, then the Earnout Statement (including the Revenue calculation therein) will be conclusive and binding upon the parties, and the calculation of the Earnout Payment set forth in such Earnout Statement will constitute the final Earnout Payment for such Earnout Period. Any dispute arising out of or relating to the calculations of the Revenue for any Earnout Period and the Earnout Payments shall be resolved in accordance with the dispute resolution procedures set forth in Section 2.5.
Earnouts. In addition to the cash amounts and shares of Parent -------- Common Stock to be paid to the Shareholders immediately following the Merger pursuant to Article I, each Shareholder shall be entitled to receive as additional consideration for such Shareholder's shares of Company Common Stock a share of the following contingent payments equal to such Shareholder's percentage ownership interest in the outstanding Company Common Stock (a "Prorata Share"): -------------
Earnouts. The purchase consideration for the acquisition of APL by Microsoft will not be paid upfront in full. Instead, part of the consideration will be paid to Xxxxx and Xxxxx in the form of earn-out consideration, which will be based on their performance and achievement of milestones [Participants are free to draft the earnout provisions based on their milestones, such that, this payable consideration shall remain compliant with the pricing norms under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019].
Earnouts. (A) In addition to the Initial Purchase Price, Purchasers shall pay each of the Additional Payments, if any, to Selling Shareholder, in accordance with this Section 2.5.
Earnouts. As additional Purchase Price, at such times as provided in this Section 2.06, Buyer shall pay Seller, the following earnout payments subject to the terms of this Section 2.06: (i) the Cord Blood Cash Earnout; (ii) the Cord Blood Stock Earnout; (iii) the Tianhe Sales Earnout; (iv) the Tianhe Valuation Earnout; and (v) the Tianhe Recap Earnout (collectively hereinafter referred to as the “Earnout Payments”).
Earnouts. In accordance with, and subject to Schedule 1.1 hereto, the Shareholders shall be eligible to receive from FYI and Buyer up to $25,000,000 in cash and shares of FYI Stock based upon the financial performance of the Companies upon the terms and subject to the conditions set forth in Schedule 1.1 hereto (the "Earnouts").
