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.
5.2 Each Earn-Out Payment shall be allocated between the Sellers pro rata on the same basis and in the same proportions as the Aggregate Base Purchase Price.
5.3 The Buyer undertakes to the Sellers that it will not, and it shall procure that none of the Near-Net Group Companies will, take any action intended to (or which would be reasonably likely to) frustrate the payment of, or which is primarily intended (or which would be reasonably likely to) reduce the amount of any Earn-Out Payment.
5.4 The Buyer undertakes to the Sellers that it will cause the business of each Near-Net Group Company to be conducted in accordance with sound and good business practice and on sound and sustainable commercial profit making principles.
5.5 The Buyer undertakes to the Sellers that it will not, and it shall procure that none of the Group Companies will, take any action which would reasonably be expected to materially and adversely affect the economic benefit of the Near-Net Business as compared to the InfraCo Business as a whole.
5.6 The Buyer undertakes to the Sellers that no Near-Net Group Company or other member of the Buyer’s Group will interfere with or do anything the purpose of which is, or which would be reasonably likely to, impair or adversely affect the relationship of the Near-Net Group Companies with their clients or to transfer away from the Near-Net Group Companies any of their clients or prevent the Near-Net Group Companies carrying out work for new clients.
5.7 The Buyer undertakes to the Sellers that no Near-Net Group Company will enter into a transaction on terms which artificially or materially increase the costs incurred by it or reduce the revenues received by it, or enter into any transaction which is not on a commercial basis and on arms’ length terms.
5.8 If the Buyer sells all or substantially all of the assets of the Near-Net Business the Buyer will procure that the prospective purchaser assumes all of the obligations of the Buyer with respect to the Earn-Out Payments.
5.9 The Buyer undertakes to the Sellers during each of the Earn-out Periods, except as otherwise agreed by the Sellers, it shall not (and shall procure that no other...
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
(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 RevenueBased 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 RevenueBased Earn Out Aggregate Amount, then the Purchaser shall: (x) make the payment of any undisputed portion of the Base RevenueBased 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 ProfitBased 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 ProfitBased 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 this clause “(b),” if the Earn Out Representative delivers an Objection Notice and such Objection Notice contains an objection with respect to the Base Gross ProfitBased Earn Out Aggregate Amount, then the Purchaser shall: (x) make the payment of any undisputed ...
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. 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).
6.4.2 The Purchaser is not obligated to pay the Earn-out to the Seller pursuant to Clauses 6.2 and 6.4.1,
(a) if and to the extent to which it has notified the Seller prior to the Earn-out Due Date by written Notice that it is asserting a claim against the Seller under this Agreement, and
(b) if the Seller does not acknowledge the asserted claim in writing, then if and to the extent to which the Purchaser has instituted arbitration proceedings (in DB1/ 93370130.5 12 accordance with Clause 23.2) within a deadline of two (2) months after receipt of the notice pursuant to paragraph (a) above by the Seller.
6.4.3 If the competent arbitration tribunal (in accordance with Clause 23.2) decides without further recourse that the Purchaser is not entitled to the claim notified by it, then the Purchaser shall pay the Earn-out entitlement pursuant to Clause 6.2 to the Seller within ten (10) Banking Days, unless, the Purchaser can refuse to make such payment under reference to Clause 6.4.2 for any other claim it provides notice of.
6.4.4 If the Seller acknowledges the claim notified by the Purchaser in writing or if the competent arbitration tribunal (in accordance with Clause 23.2) decides without further recourse that the Purchaser is entitled to the claim notified by it, then the Seller’s entitlement to the Earn-Out shall be reduced by the amount of the Purchaser’s claim.
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. The Earn-Out Payments, if any, shall be paid by Buyer to Seller in accordance with 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.”
Payment of Earn-Out. (a) The Purchaser must pay:
(i) any Earn-Out Amount payable in respect of the first Earn-Out Year by the issue of cash consideration;
(ii) any Earn-Out Amount payable in respect of the second Earn-Out Year by the issue of cash consideration;
(iii) any Earn-Out Amount payable in respect of the third Earn-Out Year by the issue of cash consideration; and
(iv) any Earn-Out Amount payable in respect of the last Earn-Out Year by the issue of cash consideration.
(b) Subject only to Clause 3.5.6 (d), payments under this Clause 3.5.6 must be made no later than 30 September in the year following the relevant Earn-Out Year.
Payment of Earn-Out. Parent shall pay, or shall cause the Paying Agent or Surviving Corporation to pay, the applicable Earn-out Payment that is due and payable, if any, to the Company Stakeholders in accordance with Sections 1.6, 1.8 and 1.9, within five (5) Business Days of the date on which such Earn-out Payment is deemed final and binding on the parties in accordance with this Section 1.13.
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. Buyer reserves the right to prepay the full Earn Out Amount at any time.
