Second Earnout Period Retroactive Payments Sample Clauses

Second Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller additional consideration (the "Second Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the second Earnout Period - Loss Ratio for the second Earnout Period recomputed as of the first anniversary of the end of the second Earnout Period) x Earned Premiums for the second Earnout Period) + Pre-Tax Earnings for the second Earnout Period - Threshold Earnout Level for the second Earnout Period) / (Maximum Earnout Level for the second Earnout Period - Threshold Earnout Level for the second Earnout Period)) x Maximum Earnout Payment for the second Earnout Period x 75%) - Second Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the Second Earnout Period Subsequent Earnout Payment and the Second Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the second Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the second Earnout Period and (ii) the Second Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no
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Second Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller additional consideration (the "Second Period Second Year Payment") for the Shares equal to the: ((((Loss Ratio for the second Earnout Period - Loss Ratio for the second Earnout Period recomputed as of the first anniversary of the end of the second Earnout Period) x Earned Premiums for the second Earnout Period) + Pre-Tax Earnings for the second Earnout Period - $2,500,000) x 0.50 x 75%) - Second Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the Second Earnout Period Subsequent Earnout Payment and the Second Period Second Year Payment exceeds $750,000 for the second Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) $750,000 for the second Earnout Period, minus (ii) the Second Earnout Period Subsequent Earnout Payment. If the Second Period Second Year Payment is less than zero, Buyer shall pay no amount to Seller; and further provided that if the Second Period Second Year Payment is less than zero, no amount shall be paid by Seller.
Sample 1
Second Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Sellers additional consideration (the "Second Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the second Earnout Period - Loss Ratio for the second Earnout Period recomputed as of the first anniversary of the end of the second Earnout Period) x Earned Premiums for the second Earnout Period) + Pre-Tax Earnings for the second Earnout Period - Threshold Earnout Level for the second Earnout Period) / (Maximum Earnout Level for the second Earnout Period - Threshold Earnout Level for the second Earnout Period)) x Maximum Earnout Payment for the second Earnout Period x 75%) - Second Earnout Period Subsequent Earnout Payment.
Sample 1

Related to Second Earnout Period Retroactive Payments

  • Incentive Payments (i) Amount in the Event of a Termination Pursuant to Sections 7(a) or 7(c). In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Employee shall be offered the opportunity to receive Incentive Payments in a total amount equal to 0.500 times the sum of Employee’s most recent annual base salary and target bonus, payable in equal installments on the same pay schedule in effect at the time of termination over a period of twelve (12) months from the date of termination.

  • Bonus Payments In addition to Base Salary, Executive shall be entitled, during the Employment Term, to participate in and receive payments from all bonus and other incentive compensation plans (as currently in effect, as modified from time to time, or as subsequently adopted) of the Company; provided, however, that nothing contained herein shall grant Executive the right to continue in any bonus or other incentive compensation plan following its discontinuance by the Board (except to the extent Executive had earned or otherwise accumulated vested rights therein prior to such discontinuance).

  • Death After Separation from Service But Before Benefit Distributions Commence If the Executive is entitled to benefit distributions under this Agreement, but dies prior to the commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the same benefits that the Executive was entitled to prior to death except that the benefit distributions shall commence within thirty (30) days following receipt by the Bank of the Executive’s death certificate.

  • Incentive Payment During the period of Executive's employment under this Agreement, the Executive shall be eligible to participate in an incentive compensation program implemented by the Board (the "Annual Incentive Bonus").

  • Minimum Payments If the Executive’s Termination Date occurs during the Agreement Term for any reason, the Executive shall be entitled to the following payments, in addition to any payments or benefits to which the Executive may be entitled under the following provisions of this Section 5 (other than this paragraph 5(a)) or the express terms of any employee benefit plan or as required by law:

  • Quarterly Bonus The Employee shall be eligible to be paid a quarterly bonus earned in accordance with the terms set forth on Exhibit 3.2.

  • Quarterly Payments If Tenant during any six (6) month period shall be more than five (5) days delinquent in the payment of any rent or other amount payable by Tenant hereunder on three (3) or more occasions, then, notwithstanding anything herein to the contrary, Landlord may, by written notice to Tenant, elect to require Tenant to pay all Base Monthly Rent and Additional Rent quarterly in advance. Such right shall be in addition to and not in lieu of any other right or remedy available to Landlord hereunder or at law on account of Tenant's default hereunder

  • 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 Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

  • Over-Allowance Amount On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

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