Common use of First Earnout Period Retroactive Payments Clause in Contracts

First Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the first Earnout Period, Buyer will deliver to Seller additional consideration (the "First Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the first Earnout Period - Loss Ratio for the first Earnout Period recomputed as of the first anniversary of the end of the first Earnout Period) x Earned Premiums for the first Earnout Period) + Pre-Tax Earnings for the first Earnout Period - Threshold Earnout Level for the first Earnout Period) / (Maximum Earnout Level for the first Earnout Period - Threshold Earnout Level for the first Earnout Period)) x Maximum Earnout Payment for the first Earnout Period x 75%) - First Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the First Earnout Period Subsequent Earnout Payment and the First Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the first Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the first Earnout Period and (ii) the First Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the First Period Second Year Payment is less than zero, no amount shall be paid to Seller. (B) On the second anniversary of the Payment Date for the first Earnout Period, Buyer will deliver to Seller additional consideration (the "First Period Third Year Payment") for the Shares equal to the: (((((Loss Ratio for the first Earnout Period - Loss Ratio for the first Earnout Period recomputed as of the second anniversary of the end of the first Earnout Period) x Earned Premiums for the first Earnout Period) + Pre-Tax Earnings for the first Earnout Period - Threshold Earnout Level for the first Earnout Period) / (Maximum Earnout Level for the first Earnout Period - Threshold

First Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the first Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "First Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the first Earnout Period - Loss Ratio for the first Earnout Period recomputed as of the first anniversary of the end of the first Earnout Period) x Earned Premiums for the first Earnout Period) + Pre-Tax Earnings for the first Earnout Period - Threshold Earnout Level for the first Earnout Period) / (Maximum Earnout Level for the first Earnout Period - Threshold Earnout Level for the first Earnout Period)) x Maximum Earnout Payment for the first Earnout Period x 75%) - First Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the First Earnout Period Subsequent Earnout Payment and the First Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the first Earnout Period, Buyer shall only pay Seller Sellers an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the first Earnout Period and (ii) the First Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to SellerSellers; and further provided that if the First Period Second Year Payment is less than zero, no amount shall be paid to SellerSellers. (B) On the second anniversary of the Payment Date for the first Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "First Period Third Year Payment") for the Shares equal to the: (((((Loss Ratio for the first Earnout Period - Loss Ratio for the first Earnout Period recomputed as of the second anniversary of the end of the first Earnout Period) x Earned Premiums for the first Earnout Period) + Pre-Tax Earnings for the first Earnout Period - Threshold Earnout Level for the first Earnout Period) / (Maximum Earnout Level for the first Earnout Period - ThresholdThreshold Earnout Level for the first Earnout Period)) x Maximum Earnout Payment for the first Earnout Period) - First Earnout Period Subsequent Earnout Payment - First Period Second Year Payment. Provided, however, that if the sum of the First Earnout Period Subsequent Earnout Payment, the First Period Second Year Payment and the First Period Third Year Payment exceeds the Maximum Earnout Payment for the first Earnout Period, Buyer shall only pay Sellers an amount equal to the (i) the Maximum Earnout Payment for the first Earnout Period less (ii) the First Earnout Period Subsequent Earnout Payment less (iii) the First Period Second Year Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Sellers; and further provided that if the First Period Third Year Payment is less than zero, Sellers shall pay the integral amount of the First Period Third Year Payment to Buyer, not to exceed the sum of (x) the First Earnout Period Subsequent Earnout Payment and (y) the First Period Second Year Payment. The Future Earnout Amount for the First Earnout Period shall be equal to (i) the Maximum Earnout Payment for the first Earnout Period less (ii) the First Earnout Period Subsequent Earnout Payment less (iii) the First Period Second Year Payment less (iv) the First Period Third Year Payment, unless such amount is less than zero, in which case the Future Earnout Amount for the First Earnout Period shall be equal to zero.

First Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the first Earnout Period, Buyer will deliver to Seller additional consideration (the "First Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the first Earnout Period - Loss Ratio for the first Earnout Period recomputed as of the first anniversary of the end of the first Earnout Period) x Earned Premiums for the first Earnout Period) + Pre-Tax Earnings for the first Earnout Period - Threshold Earnout Level for the first Earnout Period) / (Maximum Earnout Level for the first Earnout Period - Threshold Earnout Level for the first Earnout Period)) x Maximum Earnout Payment for the first Earnout Period x 75%) - First Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the First Earnout Period Subsequent Earnout Payment and the First Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the first Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the first Earnout Period and (ii) the First Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the First Period Second Year Payment is less than zero, no amount shall be paid to Seller. (B) On the second anniversary of the Payment Date for the first Earnout Period, Buyer will deliver to Seller additional consideration (the "First Period Third Year Payment") for the Shares equal to the: Provided, however, that if the sum of the First Earnout Period Subsequent Earnout Payment, the First Period Second Year Payment and the First Period Third Year Payment exceeds the Maximum Earnout Payment for the first Earnout Period, Buyer shall only pay Seller an amount equal to the (((((Loss Ratio i) the Maximum Earnout Payment for the first Earnout Period - Loss Ratio less (ii) the First Earnout Period Subsequent Earnout Payment less (iii) the First Period Second Year Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the First Period Third Year Payment is less than zero, Seller shall pay the integral amount of the First Period Third Year Payment to Buyer, not to exceed the sum of (x) the First Earnout Period Subsequent Earnout Payment and (y) the First Period Second Year Payment. The Future Earnout Amount for the First Earnout Period shall be equal to (i) the Maximum Earnout Payment for the first Earnout Period recomputed as of less (ii) the second anniversary of First Earnout Period Subsequent Earnout Payment less (iii) the end of First Period Second Year Payment less (iv) the first First Period Third Year Payment, unless such amount is less than zero, in which case the Future Earnout Period) x Earned Premiums Amount for the first Earnout Period) + Pre-Tax Earnings for the first First Earnout Period - Threshold Earnout Level for the first Earnout Period) / (Maximum Earnout Level for the first Earnout Period - Thresholdshall be equal to zero.