SGAM AI Special Earnout Sample Clauses

SGAM AI Special Earnout. In the event there are no Damages suffered by the Acquiror Indemnified Persons incurred by reason of or in connection with (i) any misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Selling Stockholders contained in this Agreement or any closing certificates furnished by the Selling Stockholders or the Company at the Closing, or (ii) the matters disclosed in Section 2.8(b)(1) of the Company Disclosure Schedule, then SGAM AI shall receive as additional earnout consideration hereunder the amount deposited on its behalf into the Warranty Escrow Fund (the “SGAM AI Special Earnout”) as and at the same time as the other Selling Stockholders’ portions of the Warranty Escrow Fund shall be released to them pursuant to the Escrow Agreement. To the extent there are any such Damages, the amount of the SGAM AI Special Earnout to be paid to SGAM AI shall be reduced by the amount equal to the total amount payable to the Acquiror Indemnified Persons from the Warranty Escrow Fund under this Agreement and the Escrow Agreement with respect to such Damages multiplied by the quotient of (x) the value of the Closing Consideration received by SGAM AI at the Closing divided by (y) the aggregate value of the Closing Consideration received by the Escrow Selling Stockholders at the Closing. The amount of such reduction in the SGAM AI Special Earnout shall be returned to the Acquiror out of the Warranty Escrow Fund as and at the same time as the other Selling Stockholders’ portions of the Warranty Escrow Fund are distributed to the Acquiror pursuant to the Escrow Agreement. The balance of any SGAM AI Special Earnout, if any, shall be paid to SGAM AI as additional earnout consideration as and at the same time as the other Escrow Selling Stockholders’ portions of the Warranty Escrow Fund shall be released to them pursuant to the Escrow Agreement.
Sample 1
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