Common use of Second Earnout Period Retroactive Payments Clause in Contracts

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 (B) On the second anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller additional consideration (the "Second Period Third 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 second 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) - Second Earnout Period Subsequent Earnout Payment - Second Period Second Year Payment. Provided, however, that if the sum of the Second Earnout Period Subsequent Earnout Payment, the Second Period Second Year Payment and the Second Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment for the second Earnout Period and (y) the Future Earnout Amount for the First Earnout Period, Buyer shall only pay Seller an amount equal to the (i) the Maximum Earnout Payment for the second Earnout Period plus (ii) the Future Earnout Amount for the First Earnout Period less (iii) the Second Earnout Period Subsequent Earnout Payment less (iv) the Second Period Second Year Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the Second Period Third Year Payment is less than zero, Seller shall pay the integral amount of the Second Period Third Year Payment to Buyer, not to exceed the sum of (x) the Second Earnout Period Subsequent Earnout Payment and (y) the Second Period Second Year Payment.

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 nodifference (B) On the second anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller additional consideration (the "Second Period Third 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 second 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) - Second Earnout Period Subsequent Earnout Payment - Second Period Second Year Payment. Provided, however, that if the sum of the Second Earnout Period Subsequent Earnout Payment, the Second Period Second Year Payment and the Second Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment for the second Earnout Period and (y) the Future Earnout Amount for the First Earnout Period, Buyer shall only pay Seller an amount equal to the (i) the Maximum Earnout Payment for the second Earnout Period plus (ii) the Future Earnout Amount for the First Earnout Period less (iii) the Second Earnout Period Subsequent Earnout Payment less (iv) the Second Period Second Year Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the Second Period Third Year Payment is less than zero, Seller shall pay the integral amount of the Second Period Third Year Payment to Buyer, not to exceed the sum of (x) the Second Earnout Period Subsequent Earnout Payment and (y) the Second Period Second Year Payment.

Second Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller 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. 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. (B) On the second anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Second Period Third 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 second 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) - Second Earnout Period Subsequent Earnout Payment - Second Period Second Year Payment. Provided, however, that if the sum of the Second Earnout Period Subsequent Earnout Payment, the Second Period Second Year Payment and the Second Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment for the second Earnout Period and (y) the Future Earnout Amount for the First Earnout Period, Buyer shall only pay Seller Sellers an amount equal to the (i) the Maximum Earnout Payment for the second Earnout Period plus (ii) the Future Earnout Amount for the First Earnout Period less (iii) the Second Earnout Period Subsequent Earnout Payment less (iv) the Second Period Second Year Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to SellerSellers; and further provided that if the Second Period Third Year Payment is less than zero, Seller Sellers shall pay the integral amount of the Second Period Third Year Payment to Buyer, not to exceed the sum of (x) the Second Earnout Period Subsequent Earnout Payment and (y) the Second Period Second Year Payment.

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)$2,500,000) x Maximum Earnout Payment for the second Earnout Period 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 75% of the Maximum Earnout Payment $750,000 for the second Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) 75% of the Maximum Earnout Payment $750,000 for the second Earnout Period and Period, minus (ii) the Second Earnout Period Subsequent Earnout Payment, unless such amount . If the Second Period Second Year Payment is less than zero, in which case Buyer shall pay nono 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. (B) On the second anniversary of the Payment Date for the second Earnout Period, Buyer will deliver to Seller additional consideration (the "Second Period Third 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 second 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)$2,500,000) x Maximum Earnout Payment for the second Earnout Period0.50) - Second Earnout Period Subsequent Earnout Payment - Second Period Second Year Payment. Provided, however, that if the sum of the Second Earnout Period Subsequent Earnout Payment, the Second Period Second Year Payment and the Second Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment $1,000,000 for the second Earnout Period and (y) the Future Earnout Amount for the First Earnout Period, Buyer shall only pay Seller an amount equal to the (i) the Maximum Earnout Payment $1,000,000 for the second Earnout Period Period, plus (ii) the Future Earnout Amount for the First Earnout Period less minus (iii) the Second Earnout Period Subsequent Earnout Payment less minus (iv) the Second Period Second Year Payment, unless such amount . If the Third Year Payment is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the Second Period Third Year Payment is less than zero, Seller shall pay the integral amount of the Second Period Third Year Payment to Buyer, not to exceed the sum of (x) the Second Earnout Period Subsequent Earnout Payment and (y) the Second Period Second Year Payment. The Future Earnout Amount for the Second Earnout Period shall be equal to (i) $1,000,000 for the second Earnout Period plus (ii) the Future Earnout Amount for the First Earnout Period minus (iii) the Second Earnout Period Subsequent Earnout Payment minus (iv) the Second Period Second Year Payment minus (v) the Second Period Third Year Payment, unless such amount is less than zero, in which case the Future Earnout Amount for the Second Earnout Period shall be equal to zero.