Post-Closing Earn-Out. The Shareholders shall be entitled to receive post-closing earn-outs as set forth on SCHEDULE 3.6.
Post-Closing Earn-Out. On and following the Closing, the Buyer shall pay, or shall cause the Company to pay, to the Seller, on a monthly basis, an amount of dollars equal to ten percent (10%) of all revenue of the Company collected after the Closing Date attributable to all projects authorized by AquaSource Development Company or AquaSource Utility, Inc., determined in accordance with generally accepted accounting principles, during (i) calendar year 2002, and (ii) calendar year 2003, whether or not such authorization occurred before or after the Closing and whether or not revenue in respect of any such project is received by the Company during or after calendar year 2003 (any such payment, an “Earn-Out Payment”). Beginning on the tenth business day following the last day of the calendar month during which the Closing occurs, and continuing on the tenth business day of each calendar month thereafter, the Buyer shall pay to the Seller all Earn-Out Payments attributable to the preceding calendar month (in each case, as long as the revenues on which such Earn-Out Payment is being calculated were received in the preceding calendar month), together with a report detailing the calculation of such Earn-Out Payments. Upon receipt of the same, should the Seller object to the calculation of any Earn-Out Payment, it shall so notify the Buyer in writing within ten business days of receiving the report detailing the calculation of the Earn-Out Payment in question. In the event of any such objection, the Buyer and the Seller shall attempt to resolve their differences by negotiation. If they are unable to do so within thirty (30) calendar days following Buyer’s receipt of the Seller’s objection, the Seller and the Buyer shall appoint a nationally recognized accounting firm mutually acceptable to each of the Seller and the Buyer, which shall, at the Seller’s and the Buyer’s joint expense, review the report detailing the calculation of the Earn-Out Payment in question and determine the correct amount of such Earn-Out Payment within thirty (30) calendar days of such appointment. The Seller and the Buyer agree to cooperate, and the Buyer shall cause the Company to cooperate, with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on the Buyer, the Seller and the Company. Should the Closing not occur for any reason, the Buyer’s, and the Company’s, obligations contained in t...
Post-Closing Earn-Out. (a) For (i) the period commencing the date after the Closing Date and ending April 28, 2000 ("Initial Fiscal Period"), (ii) for each of Buyer's next four (4) fiscal years following the Initial Fiscal Period, and (iii) the period commencing April 25, 2004 and ending on the date that is five (5) years after the Closing Date (such periods individually an "Annual Earn-out Period"), the Stockholders shall be entitled to receive from the Buyer nineteen percent (19%) of the annual Gross Profit (as defined herein) of the Company for any Annual Earn-out Period, on the specific terms and conditions set forth in this Section 1.7 (such payments the "Earn-out"). Except as otherwise set forth below in Section 1.7(b), any Earn-out due shall be payable in cash within thirty (30) days after the last day of the Annual Earn-out Period and shall be payable to the Stockholders in proportion to their ownership of Stock as set forth on Schedule 1.2.
Post-Closing Earn-Out. (a) For (i) the period commencing the date after the Closing Date and ending April 24, 1999 ("Initial Fiscal Period"), (ii) each of Buyer's next four (4) fiscal years following the Initial Fiscal Period, and (iii) the period commencing April 27, 2003 and ending on the date that is five (5) years after the date of this Agreement (such periods individually an "Annual Earn-out Period"), the Stockholder shall be entitled to receive from the Buyer ten percent (10%) of the annual Gross Profit (as defined herein) of the Company for any Annual Earn-out Period, on the specific terms and conditions set forth in this Section 1.6 (such payments the "Earn-out"). Any Earn-out due shall be payable in cash within thirty (30) days after the last day of the Annual Earn-out Period.
Post-Closing Earn-Out. (a) For a period of five consecutive years immediately following the Closing Date ("Payment Period"), the Stockholder shall be entitled to receive from the Buyer ten percent (10%) of the annual Gross Profit (as defined herein) of the Company, on the specific terms and conditions set forth in this Section 1.6 (such payments the "Earn-out"). As set forth in Section 1.6(c) below, Earn-outs shall be payable based on the Gross Profit of the Company during the fiscal quarters of the Buyer. The first Earn-out due, if any, shall be payable based on the Gross Profit of the Company during the period beginning on the day following the Closing Date and ending on the last day of the fiscal quarter of Buyer during which the Closing Date occurs. The final Earn-out due, if any, shall be payable based on the Gross Profit of the Company during the period beginning on the first day of the last fiscal quarter of Buyer during the Payment Period and ending on the day that is five (5) years after the Closing Date.
Post-Closing Earn-Out. (1) For (i) the period commencing the date after the Closing Date and ending April 24, 1999 ("Initial Fiscal Period"), (ii) for each of Buyer's next four (4) fiscal years following the Initial Fiscal Period, and (iii) the period commencing April 27, 2003 and ending on the date that is five (5) years after the Closing Date (such periods individually an "Annual Earn-out Period"), Stockholder shall be entitled to receive from the Buyer ten percent (10%) of the annual Gross Profit (as defined herein) of the Company for any Annual Earn-out Period, on the specific terms and conditions set forth in this Section 1.7 (such payments the "Earn-out"). Any Earn-out due shall be payable in cash within thirty (30) days after the last day of the respective Annual Earn-out Period, and shall be accompanied by a detailed computation of the Earn-out certified by a financial officer of Workflow as being true, complete and correct and prepared from the books and records of the Company. Subject to the confidentiality requirements of Section 9.2 hereof, Stockholder or a certified public accountant designated by him may by advance appointment during business hours inspect the books and records of the Company relevant to computation of the Earn-out amount to confirm the reported Earn-out amount. Such inspection shall be at Stockholder's expense; provided, however, that if as a result of such inspection it is finally determined that the amount of the Earn-out to be properly paid to Stockholder is at least five (5%) percent greater than that originally reported by the Company, then such inspection shall be at the expense of the Company.
Post-Closing Earn-Out. (a) For (i) the period commencing the date after the Closing Date and ending April 24, 1999 ("Initial Fiscal Period"), (ii) for each of Buyer's next two (2) fiscal years following the Initial Fiscal Period, and (iii) the period commencing April 29, 2001 and ending on the date that is three (3) years after the Closing Date (such periods individually an "Annual Earn-out Period"), the Stockholders (as a group) shall be entitled to receive from the Buyer thirty-three percent (33%) of the annual Adjusted EBITDA (as defined herein) of the Company for any Annual Earn-out Period, on the specific terms and conditions set forth in this Section 1.7 (such payments the "Earn-out"). Any Earn-out due shall be payable within ninety(90) days after the last day of the Annual Earn-out Period and shall be payable, at the option of Buyer, in cash or in voting common stock (NASDAQ-WORK) of the Buyer (any such common stock the "Earn-out Stock"). Earn-out Stock will not be registered under the Securities Act of 1933 ("Securities Act") and the Stockholders will have no registration or other rights that would obligate Buyer to cause the Earn-out Stock to be registered under the Securities Act. For purposes of valuing the Earn-out Stock under this Section 1.7, the Stockholders shall be entitled to receive such number of shares of common stock of Buyer ("Workflow Common Stock") as is equal to the Earn-out due divided by the average of the closing sales prices of the Workflow Common Stock on the NASDAQ National Market System (or any other automated quotation system of a registered securities association or stock exchange on which Workflow Common Stock is then traded) for the thirty (30) trading days prior to the day on which the Earn-out is due.
Post-Closing Earn-Out. (a) For (i) the period commencing the date after the Closing Date and ending April 24, 1999 ("Initial Fiscal Period"), (ii) each of Buyer's next four (4) fiscal years following the Initial Fiscal Period, and (iii) the period commencing April 27, 2003 and ending on the date that is five (5) years after the Closing Date (such periods individually an "Annual Earn-out Period"), the Stockholders, as a group, shall be entitled to receive from the Buyer seventeen percent (17%) of the annual Gross Profit (as defined herein) of the Company for any Annual Earn-out Period ("Gross Profit Earn-out"), on the specific terms and conditions set forth in this Section 1.7. In addition to the foregoing, the Stockholders, as a group, shall be entitled to received from the Buyer for each of the first five (5) fiscal years (complete twelve (12) month periods following the Closing Date) (i) the sum of $48,984 for the first fiscal year, $46,723 for the second fiscal year, $44,462 for the third fiscal year, $42,201 for the fourth fiscal year and $39,940 for the fifth fiscal year; provided, that, with respect to each such fiscal year, Total Solution Graphics, Inc. shall be an independent contractor of the Company and Xxxxx Xxxx shall provide all of the consultant services to the Company under the terms of such independent contract ("Xxxx Earn-out") and (ii) the sum of $32,656 for the first fiscal year, $31,148 for the second fiscal year, $29,641 for the third fiscal year, $28,134 for the fourth fiscal year and $26,627 for the fifth fiscal year, provided, that, with respect to each such fiscal year, End to End Inc. shall be an independent contractor of the Company and Xxxx Xxxxx shall provide all of the consultant services to the Company under the terms of such independent contract ("Xxxxx Earn-out") (the Gross Profit Earn-out, the Xxxx Earn-out and the Xxxxx Earn-out are herein collectively referred to as the "Earn-out" and the payments are individually referred to as "Earn-out Payment" and collectively referred to as "Earn-out Payments"). Any Earn-out due shall be payable in cash by wire transfer within thirty (30) days after the last day of the Annual Earn-out Period and shall be payable to the Stockholders in proportion to their respective holdings of Stock as set forth on Schedule 1.2.
Post-Closing Earn-Out. (a) During the period commencing on the Closing Date and ending on December 31, 2026, the Seller shall be eligible to receive additional consideration (each an “Earn-Out Payment” and collectively, the “Earn-Out Payments”) if the XXXX Entities’ Adjusted GAAP EBITDA and Net Revenue growth, each calculated in accordance with the Earn-Out Calculation Principles, during the applicable Earn- Out Period (as defined below) exceed certain targets, as further described in this Section 2.5. The aggregate Earn-Out Payments shall not exceed the Maximum Earn-Out Amount. (b)
Post-Closing Earn-Out. (a) For (i) the period commencing on December 1, 1998, and ending December 31, 1998 ("Initial Fiscal Period"), (ii) for the full calendar years 1999 and 2000, and (iii) the period commencing January 1, 2001, and ending on November 30, 2001 (such periods individually an "Annual Earn-out Period"), the Members shall be entitled to receive from the Buyer fifty percent (50%) of the Adjusted EBITDA (as defined herein) of the Company for any Annual Earn-out Period, subject to the Maximum Earn-out Obligation (as defined in Section 1.7(i)) and such other specific terms, conditions and limitations as are set forth in this Section 1.7 (such payments the "Earn-out"). Any Earn-out due shall be payable in cash by March 31 of the year following the Annual Earn-out Period for which an Earn-out is due ("Earn-out Payment Date"), such that the first Earn-out, if any, would be payable March 31, 1999, and the last Earn-out, if any, would be payable March 31, 2002. Unless otherwise directed in writing by the Members' Representative, Earn-outs shall be paid to TD&R, as attorneys for the Members. Any payment of the Earn-out not paid on or before an Earn-out Payment Date shall bear interest thereafter at the rate of 18% per annum, or the highest legal rate chargeable under the laws of the State of Delaware, whichever is less.
