Payment of Earn-Out. 5.1 The Earn-Out Payment (if any) for the applicable Earn-Out Period shall be payable by the Buyer to the Sellers in cash by way of a single deferred payment to a single bank account nominated by the Principal Seller no later than 60 (sixty) days after the determination of the Final Determined Consideration Statement.
Payment of Earn-Out. 6.4.1 The Earn-out, if any, shall become payable on the later of March 31, 2018 or ten (10) Banking Days after it has been finally and conclusively determined in accordance with the foregoing provisions (the Earn-out Due Date).
Payment of Earn-Out. 2.1 Subject to Section 2.3, unless an Unwaived Acceleration Event has occurred:
Payment of Earn-Out. For each fiscal month during Year One and Year Two, Buyer agrees to deliver to Sellers, within 30 days after the end of such fiscal month, a statement showing Buyer’s good faith calculation of the COH (each, a “COH Statement”) for such fiscal month and the cumulative COH for the applicable twelve-month period that includes such fiscal month. As soon as reasonably practicable, but no later than 60 days after the last day of the applicable twelve-month period (e.g., Year One and Year Two) for which such Earn-Out Payment is calculated, the Earn-Out Payments, if any, shall be paid by Buyer to Sellers in accordance with Section 1.5; provided, that the conditions for payment of such Earn-Out Payment as set forth in this Section 1.6 have been satisfied and subject to Section 5.6; and provided, further, that the payment of any portion of the applicable Earn-Out Payment in dispute shall be delayed until such dispute has been resolved pursuant to Section 1.6(e). For the avoidance of doubt, notwithstanding any dispute that may be pending resolution in accordance with Section 1.6(e), the portion of any Earn-Out Payment not in dispute shall be payable by Buyer to Sellers in accordance with this Section 1.6(d) (subject Section 5.6). The COH Statement covering Year One or Year Two, as applicable, shall include Buyer’s good faith calculation of the resulting Earn-Out Payment, if any (each, an “Annual COH Statement”).
Payment of Earn-Out. 2.1 Subject to Section 2.3, unless an Unwaived Acceleration Event has occurred: (a) on or prior to September 30, 2009, the Purchaser shall, in respect of each Earn Out Election Share, deliver to the Earn Out Representative for distribution to the former holder thereof (or to such former holder’s Transferee) the Base Revenue-Based Earn Out Per Share Amount, if any; provided, however, that: (i) if as of the end of any calendar quarter during the period commencing on December 31, 2006 and ending on March 31, 2009: (A) the Net Revenue Amount is greater than or equal to the Net Revenue Target; and (B) the Gross Profit Margin is at least the Specified Gross Profit Margin, then: (1) the Base Revenue-Based Earn Out Aggregate Amount shall be deemed to be € 500,000,000; and (2) the Purchaser shall make the payments required pursuant to this Section 2.1(a) on or prior to the date that is 90 days following the end of such calendar quarter; and (ii) notwithstanding anything to the contrary contained in this clause “(a),” if the Earn Out Representative delivers an Objection Notice (as defined in Section 3.2) and such Objection Notice contains an objection with respect to the Base Revenue-Based Earn Out Aggregate Amount, then the Purchaser shall: (x) make the payment of any undisputed portion of the Base Revenue-Based Earn Out Per Share Amount during the time frame set forth above; and (y) make any other payments required pursuant to this Section 2.1(a) within five Business Days (or, in the event the Purchaser makes the Stock Payment Election, within 20 days) after the dispute referred to in such Objection Notice is finally resolved; (b) on or prior to September 30, 2009, the Purchaser shall, in respect of each Earn Out Election Share, deliver to the Earn Out Representative for distribution to the former holder thereof (or to such former holder’s Transferee) the Base Gross Profit-Based Earn Out Per Share Amount, if any; provided, however, that: (i) if the Gross Profit Amount as of the end of any calendar quarter during the period commencing on December 31, 2006 and ending on March 31, 2009 is greater than or equal to the Gross Profit Target, then: (A) the Base Gross Profit-Based Earn Out Aggregate Amount shall be deemed to be € 500,000,000; and (B) the Purchaser shall make the payments required pursuant to this Section 2.1(b) on or prior to the date that is 90 days following the end of such calendar quarter; and (ii) notwithstanding anything to the contrary contained in ...
Payment of Earn-Out. On or before 60 days following the end of each of the first, second, and third 12-month period described in Section 2.06(a)(i)-(iii), the Shareholder Representative shall deliver to the Purchaser a written calculation of the applicable Earn-Out Payment due to the Shareholders under Section 2.06(a)(i), (ii) or (iii), if any.
Payment of Earn-Out. Within thirty days following delivery of the Earn-Out Statement, Parent shall deliver payment of the Earn-Out to Shareholder (if the Earn-Out is greater than zero) by delivery Parent Common Stock (the "Adjustment Shares") such that 100% of the aggregate amount of the Earn-Out is received by Shareholder in the form of shares of Parent Common Stock. For purposes of this Section 2.2, the Adjustment Shares shall have a value (the "Earn- Out Price") equal to the lesser of: (i) the IPO Price or (ii) the average of the daily closing prices (or if no closing price is reported, the average of the daily closing bid and asked prices) of the Parent Common Stock for the ten consecutive trading days ending on and including the date that is three trading days prior to the payment date.
Payment of Earn-Out. Within two days after the Buyer and Sellers agree on the content of the Earn-Out Statement (but in no event later than January 31, 1997), Buyer shall deliver payment of the Earn-Out to Sellers (if the Earn-Out is greater than zero), allocated among the Sellers as set forth in Schedule 1.2, by delivery of cash and TMS Common Stock in the same ratio as the Purchase Price is paid pursuant to Section 1.2. For purposes of this Section 2.2, the TMS Shares delivered as payment of the Earn-Out shall have a value equal to the lesser of: (1) the IPO Price, or (2) the average of the daily closing prices (or if no closing price is reported, the average of the daily closing bid and asked prices) of TMS Common Stock for the ten consecutive trading days ending on and including the date that is three trading days prior to the payment date.
Payment of Earn-Out. The Earn-Out Payments, if any, shall be paid by Buyer to Seller in accordance with the final sentence of Section 1.5 within 60 days after the last day of the applicable twelve-month period (e.g., Year One and Year Two) for which such Earn-Out Payment is calculated; provided, that the conditions for payment of such Earn-Out Payment as set forth in this Section 1.6 have been satisfied and subject to Section 5.6; and provided, further, that any dispute as to the applicable Earn-Out Payment has been resolved pursuant to Section 1.6(e). For each fiscal month during Year One and Year Two, Buyer agrees to deliver to Seller, within 30 days after the end of such fiscal month, a statement showing the calculation of the COH (each, a “COH Statement”) for such fiscal month and the cumulative COH for the applicable twelve-month period that includes such fiscal month. The COH Statement covering Year One or Year Two, as applicable, shall include a calculation of the resulting Earn-Out Payment, if any, and is referred to herein as an “Annual COH Statement.” After Buyer delivers an Annual COH Statement to Seller, Buyer shall provide Seller, or Seller’s designated representatives, with reasonable access, during normal business hours, to copies of the applicable financial information of the Business for Year One or Year Two, as applicable, related to such Annual COH Statement so that Seller may review Buyer’s calculations.
Payment of Earn-Out. A determination as to the amount of the Earn-Out due to the Company shall be forwarded to the Company within thirty (30) days after the end of each calendar quarter, and shall be accompanied by (i) a report substantially in the form set forth on Schedule 4.5, and (ii) the Purchaser's check (or, if the Company requests, a wire transfer) in payment of the full amount thereof. Earn-Out amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month. The Company shall have the right, within a period of fifteen (15) days after receipt of the determination of the Earn-Out, to notify the Purchaser that the Company wishes to have an accountant of its choosing verify the Earn-Out amount. This right may not be exercised more than once annually, but if so exercised would apply to the prior four calendar quarters. The Purchaser shall provide the Company's accountant with all documents reasonably required to verify the Earn-Out amount. Such notice and examination shall be completed within forty-five (45) days of the Company's receipt of the initial determination. If the accountant for the Company shall determine that there is an understatement of the amount due the Company and the accountants for the Purchaser and the Company cannot agree, then the accountants for both the Purchaser and the Company shall select a third party independent accounting firm to make such review and the determination of such third party accountant shall be binding upon both the Purchaser and the Company. If the accountant for the Company shall determine that there was an understatement of the amount due the Company and the accountant for the Purchaser agrees, and the amount of such understatement varies by less than ten percent (10%) from the Purchaser's original Earn-Out determination, the Company shall bear the expense of its accountant. If the accountant for the Company and the Purchaser agree that the Purchaser understated the Earn-Out by ten percent (10%) or more, the Purchaser shall reimburse the Company for the reasonable expenses of its accountant relating to such determination. If such third party accountant is required to be retained, the expense thereof shall be borne (i) equally by Purchaser and by the Company, if such accountant determines the Earn-Out amount is within ten percent (10%) of the Purchaser's Earn-Out determination, and (ii) by the Purchaser, if such accountant determines the Purchaser understated the Earn-Out amount by ten pe...
