Payment of Earn-Out Amount. No later than ten (10) Business Days of the determination of the Final Earn-Out Statement (the “Earn-Out Payment Date”) and subject to the provisions of Section 1.9 below, Purchaser shall pay to each Seller their respective portion of the Earn-Out Cash Payment and the Earn-Out Stock Payment due to each Seller, in accordance with the instructions provided by Sellers’ Representative to Purchaser at least five (5) Business Days before the Earn-Out Payment Date.
Payment of Earn-Out Amount. Within five (5) Business Days after the Final 2010 Revenue Amount has been finally determined pursuant to Section 2.6(c), the Buyer shall pay to the Seller, as an adjustment to the Purchase Price, an amount of cash equal to the Earn-Out Amount, if any, by wire transfer of immediately available funds to an account designated in writing by the Seller at least three (3) Business Days prior to such payment. If the amount of any payment to be made pursuant to this Section 2.6(e) is for any reason not made within five (5) Business Days after the Final 2010 Revenue Amount has been finally determined, such amount shall bear interest from and including the expiration of such five-Business-Day period to (but excluding) the date of payment at a rate per annum equal to the higher of (a) the “prime rate,” as published in The Wall Street Journal, Eastern Edition, in effect from time to time or (b) the rate of any debt then outstanding owed by the Buyer or the Company to the Seller, or (if less) the maximum rate permitted by applicable Law. Such interest shall be calculated daily on the basis of a year of three hundred and sixty five (365) days and the actual number of days elapsed, without compounding.
Payment of Earn-Out Amount. (a) On or before April 24, 2015, Acquirer shall in good faith determine the Earn-out Amount, calculated as the amount equal to: 3.5 times the difference between (i) the Adjusted EBITDA attributed to the Acquired Companies for the year ended December 31, 2014 and (ii) the Adjusted EBITDA attributed to the Acquired Companies for the year ended December 31, 2013, less (A) all capital expenditures made by the Acquired Companies during 2014, less (B) Four Hundred Forty-One Thousand Forty-Five Dollars ($441,045) for miscellaneous expenses, less (C) the Special Indemnity Amount (which amount shall not be subject to Article IX of this Agreement); provided, however, that if any FLSA Claim has not been resolved by settlement or a final, non-appealable judgment on or before April 24, 2015, then any Special Indemnity Amount incurred after April 24, 2015 shall be the sole obligation and retained liability of Xx. Xxxxxxxxx and Xx. Xxxxxx, jointly, less (D) Damages where Xx. Xxxxxxxxx and Xx. Xxxxxx have elected in writing to satisfy the amount of Damages incurred by the Indemnified Party as a reduction to the Earn-out Amount, and less (E) any cash that Xx. Xxxxxxxxx and Xx. Xxxxxx elect to reserve to satisfy potential Claims or Damages pursuant to Section 9.04 of this Agreement. Any amounts withheld under the foregoing provisions of this paragraph (a), to the extent not used to defray or satisfy the Claims or Damages for which they were withheld, shall be released by Acquirer, and distributed in the same percentages as the Earn-out Amount was originally distributed, at such time as Acquirer has determined, in its reasonable discretion, that the potential or actual Claim or Damage for which the amounts were withheld has been finally resolved by settlement or by a final, non-appealable judgment and all related costs and expenses have been satisfied. For purposes of this Section 3.01, Adjusted EBITDA shall in all events be calculated in a consistent manner for each of the years ended December 31, 2013 and December 31, 2014 and shall not reflect any overhead, administrative services charges, management fees, or similar charges that may be imposed on one or more of the Acquired Companies by Acquirer or any Affiliate of Acquirer.
(b) On or before April 24, 2015, Acquirer shall prepare and deliver to Contributors a written statement (the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Adjusted EBITDA attributed to the Acquired Companie...
Payment of Earn-Out Amount. Not later than 60 days after the end of each Yearly Earn Out Period, Buyer shall pay the Earn Out Amount to the Company and provide to the Company (i) a report setting forth the Earn Out Calculation, including such schedules and data as may be appropriate to support such calculation. The Company and its accountants shall be entitled to review the Earn Out Calculation and any working papers, trial balances and similar materials relating to the Earn Out Calculation prepared by Buyer or its accountants. Buyer shall also provide the Company and its accountants with timely access, during Buyer’s normal business hours, to Buyer’s personnel, properties, books and records to the extent related to the determination of the Earn Out Calculation.
Payment of Earn-Out Amount. Within ten (10) Business Days following the Earn-Out Determination Date, Tracor will pay to the Exchange Agent, and direct the Exchange Agent to distribute to the Holders entitled to receive the Merger Consideration (pro rata, in accordance with their Applicable Percentages) the Earn-Out Amount.
Payment of Earn-Out Amount. An Earn-Out Payment shall be distributed to Sellers within thirty (30) days after the Earn-Out Payment has been calculated in accordance with Section 3(d) of this Exhibit D. Each Earn-Out Payment shall be made one-half in cash and one-half in Parent Common Stock. For purposes of this Section 5, the number of shares of Parent Common Stock to be issued shall be determined based on the average closing price of Parent Common Stock on the NASDAQ Global Market for the ten trading days ending on the third trading day immediately preceding an Earn-Out Payment.
Payment of Earn-Out Amount. Subject to Sections 8.8 and 9.6 hereof, receipt of payment of the Earn-Out Amount is contingent on the BCI Division (as such term is defined in Section 2.4.2 below) achieving certain targets for Operating Income (as such term is defined in Section 2.4.2 below) (each, an "Operating Income Target").
A. The calculations for determining any Earn-Out Amount (the "Initial Determination") which may be due shall be completed only after Buyer's accountants have reported to Buyer's Board of Directors for the prior 12-month period (or stub period, in the case of the first and last Earn-Out Amounts), commencing with the first day of the month after the Closing Date (each, an "Earn-Out Period") provided, however, that each Earn-Out Amount shall be paid no later than ninety (90) days following the Earn-Out Period being measured unless there is a dispute as provided for below. In connection therewith, Buyer shall provide Seller with such back-up information and calculations as Seller may reasonably request.
B. If Seller does not agree that any Initial Determination correctly states the Operating Income of the BCI Division through the Earn-Out Period under examination, Seller shall promptly (but not later than thirty (30) days after delivery of such Initial Determination) give written notice to Buyer of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If Seller and Buyer reconcile their differences, the Initial Determination shall be adjusted accordingly (as so adjusted, the "Adjusted Determination") and shall thereupon become final and conclusive upon all of the parties hereto. If Seller and Buyer are unable to reconcile their differences in writing within twenty (20) days after written notice of exceptions is delivered by the Seller, the items in dispute shall be submitted to the Minneapolis office of an Unrelated Accounting Firm. The determination of the accounting firm so selected shall be set forth in writing and shall be conclusive and binding upon the parties. The Initial Determination shall be deemed adjusted (as so adjusted, the "Adjusted Determination") in accordance with the determination of the Unrelated Accounting Firm and shall become binding, final and conclusive upon all of the parties hereto. The Unrelated Accounting Firm shall consider only the items in dispute and shall be instructed to act within thirty (30) days (or such longer period as the Seller and Buyer may agree) to resolve all items in dispute. I...
Payment of Earn-Out Amount. No later than ten (10) Business Days of the determination of the Final Earn-Out Statement (the “Earn-Out Payment Date”) and subject to the provisions of Section 1.9 below, Purchaser shall pay to each Minority Shareholder its respective portion of the Minority Earn-Out Payment in cash in immediately available funds and to each Majority Shareholder their respective portion of the Earn-Out Cash Payment in cash in immediately available funds and of the Earn-Out Stock Payment in Purchaser Common Stock due to each Majority Shareholder, in accordance with the instructions provided by Sellers’ Representative to Purchaser at least five (5) Business Days before the Earn-Out Payment Date.
Payment of Earn-Out Amount. Unless otherwise provided in this Section 2.2, the Earn-Out Payments shall be paid to Sellers in the form of Series P Preferred Stock issued and delivered to Xxxx X. Xxxxxxxx, Trustee for the Sellers, pro rata in the percentage amounts set forth on Exhibit A, within one hundred (100) days after the end of each fiscal year during the Ear-Out Period unless the Earn-Out Cap has been achieved.
Payment of Earn-Out Amount. The payment of the applicable Earn-out Amount (as defined in Schedule 1.6(b)) for the Earn-out Period, if any, payable by Buyer to the Seller Shareholders pursuant to this Section 1.6 and Schedule 1.6(b) hereto shall be paid in cash to the Seller Shareholders in accordance with the percentages set forth on Schedule 1.2(b)(i) in immediately available funds by wire transfer within ten (10) Business Days after the Earn-Out Statement is deemed final pursuant to Section 1.6(f); provided, however, that the portion of the Earn-out Amount not subject to dispute shall be paid within ten (10) Business Days after delivery of the Dispute Notice or acceptance by the Major Seller Shareholder of the Earn-Out Statement. Any additional amounts paid pursuant to Section 1.6(g) shall be treated as additional Purchase Price hereunder.
