RECALCULATED EARN-OUT Sample Clauses

RECALCULATED EARN-OUT. On the eighteen-month anniversary of the Earn-Out Date (the "Final Date"), each of the parties shall identify by notice to the other any items that should have been appropriately included as operating income or operating expenses as of the Earn-Out Date had the parties been aware of such item (by way of example, and without limitation, any adjustment made pursuant to a Tenant audit) and recalculate the net operating income and the Earn-Out Payment taking those items into account (the "Recalculated Earn-Out"). On the Final Date, Mall II Buyer shall pay to Developer the positive difference, if any, between the Recalculated Earn-Out less the Earn-Out Payment actually made on the Earn-Out Date. If the Recalculated Earn-Out is less the Earn-Out Payment, Developer shall pay to Mall II Buyer the amount of such difference. If, despite good faith efforts by Developer and Mall II Buyer to arrive at an appropriate amount of the Recalculated Earn-Out from Mall II Buyer to Developer or from Developer to Mall II Buyer, there is a disagreement over the amount of the Recalculated Earn-Out, Developer shall pay to Mall II Buyer the entire undisputed portion of the Recalculated Earn-Out, if any, that the parties can agree is due from Developer to Mall II Buyer, or Mall II Buyer shall pay to Developer the entire undisputed portion of the Recalculated Earn-Out, if any, that the parties can agree is due from Mall II Buyer to Developer, subject to the following sentence. Upon resolution by Mall II Buyer and Developer (or by the Independent Expert) of the disputed amount, the party determined to owe money to the other shall pay to the other, as part of each such payment, interest at the Interest Rate on the amount calculated pursuant to the preceding sentence, to the extent unpaid, for the period from the Earn-Out Date to the date on which such payment is made to the other party. Notwithstanding the foregoing, Developer shall have no obligation to make any payments pursuant to this Section 20.3 which would have the effect of reducing the net aggregate amount received by Developer from Mall II Buyer pursuant to the Closing Payment, all Adjustment Payments, the Earn-Out Payment and the Recalculated Earn-Out (excluding amounts received that constitute interest on amounts not paid on the date due) below two hundred and fifty million dollars ($ 250,000,000).
Sample 1
AutoNDA by SimpleDocs

Related to RECALCULATED EARN-OUT

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement

  • Annual Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Make-Whole Amount The term “

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!