Maximum Earnout. If the Surviving Corporation achieves 2026 EBITDA equal to or greater than 125% of the 2026 EBITDA Target, then Parent shall make a cash payment to the Exchange Agent and the Surviving Corporation, pursuant to the procedures described in Section 1.11(b) below, in an amount in the aggregate equal to $60,000,000 (the “Maximum Earnout Amount”).
Maximum Earnout. All provisions of Section 3 of this Agreement are subject to this Section 3.3(a)(i). Notwithstanding anything contained in this Agreement to the contrary, the aggregate of all Earnout Payments payable under this Agreement shall not exceed the Maximum Earnout Amount. For purposes of clarity, Schedule 3.3 of this Agreement sets forth in greater detail (a) the Specified Contracts from which Qualified Revenues shall be calculated under the Earnout in this Section 3.3 and (b) examples and sample calculations of Qualified Revenue calculations, earnout calculations, and other information related to the earnouts under this Agreement.
