Subordination of Earn-Out Sample Clauses

Subordination of Earn-Out. The obligations of Xxxxx to pay any Earn-Out are subject to the Subordination Agreement dated as of the date hereof by and among the Sellers and Santander Bank, N.A. (“Santander Bank”). 3.2.1. Following the Closing, each of the Sellers shall be entitled to receive their pro-rata share of an earn-out payment in accordance with this Section 3.2. The amount of the earn-out payments (each an “Earn-Out Payment” and collectively the “Earn-Out Payments”) shall be equal one third (1/3) of all Operating Profit earned by ELFS after the Closing with respect to the four (4) twelve (12) month periods following the Closing Date, meaning the respective periods commencing on October 1, 2021 – September 30, 2022; September 1, 2022 – August 31, 2023; October 1, 2023 – September 30, 2024; and October 1, 2024 – September 30, 2025 (each an “Earn-Out Year” and collectively the “Earn-Out Years”).
Sample 1
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Subordination of Earn-Out. (i) Buyer and each Seller covenants and agrees that (1) the payment of the Earn-out Payments is subordinated to the payment in full of all present indebtedness for borrowed money of or guaranteed by Buyer or the Company and any future secured indebtedness for borrowed money of or guaranteed by Buyer or the Company (collectively, the “Senior Obligations”), and (2) the subordination is for the benefit of the Debt Financing Sources counterparty to such Senior Obligations, and such Debt Financing Sources shall be deemed third party beneficiaries hereof. (ii) Each Seller hereby (1) authorizes the Debt Financing Sources to demand specific performance of the terms of this Section 2.07(h), whether or not Buyer or the Company shall have complied with any of the provisions hereof applicable to it, at any time when any Seller shall have failed to comply with any provisions of this Section 2.07(h) which are applicable to such Seller, and (2) irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance. (iii) Upon any distribution of assets of Buyer or the Company in any dissolution, winding up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): (1) the Debt Financing Sources shall first be entitled to receive payment in full in cash of the Senior Obligations before any Seller is entitled to receive any further Earn-out Payment; and (2) any payment or distribution of assets of Buyer or the Company of any kind or character, whether in cash, property or securities, to which any Seller would be entitled except for the provisions of this Section 2.07(h), shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to such Debt Financing Sources, to the extent necessary to make payment in full of all Senior Obligations remaining unpaid. (iv) Each Seller at any time, and from time to time, promptly will execute and deliver such further documents and do such further acts and things as any Debt Financing Sources or holder of the Senior Obligations reasonably may request in order to effect fully the purposes of this Section 2.07(h) or to further evidence the subordination of the Earn-out Payments to the Senior Obligations pursuant to the terms of this Section 2.07(h).
Sample 1

Related to Subordination of Earn-Out

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Subordination of Debt Until senior debt has been paid in full, Debtor will not pay and Creditor will not accept any payment on subordinated debt at any time that an Event of Default (as defined in the Senior Facility Agreement) has occurred and is continuing in respect of senior debt. Anything of value received by Creditor on account of subordinated debt in violation of this agreement will be held by Creditor in trust and immediately will be turned over to Lender in the form received to be applied by Lender on senior debt.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

  • Subordination and Late Payments Subordination 15 Section 5.2 Late Payments by Corporate Taxpayer 15 ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Subordination Terms The payment by the Company of the principal of, premium, if any, and interest on any series of Securities issued hereunder shall be subordinated to the extent set forth in an indenture supplemental hereto relating to such series.

  • Non-Payment of Other Debt Any default shall occur under the terms applicable to any Debt of the Company or any Subsidiary in an aggregate amount (for all such Debt so affected) exceeding $10,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require the Company or any Subsidiary to purchase or redeem such Debt) prior to its expressed maturity.

  • After Subordination Period Available Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto: (i) First, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (ii) Second, 100% to the General Partner and the Unitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (iii) Third, (A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (iii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (iv) Fourth, (A) to the General Partner in accordance with its Percentage Interest; (B) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclause (A) and (B) of this clause (iv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (v) Thereafter, (A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (v); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

  • Lien Subordination Notwithstanding (i) the date, time, method, manner or order of grant, attachment, or perfection of any Liens granted to First Lien Agent (or First Lien Co-Agent or any First Lien Lender) or Second Lien Agent (or any Second Lien Lender) in respect of all or any portion of the Collateral, (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of First Lien Agent (or First Lien Co-Agent or any First Lien Lender) or Second Lien Agent (or any Second Lien Lender) in any Collateral, (iii) any provision of the UCC, any other applicable law, any of the First Lien Loan Documents or the Second Lien Loan Documents, (iv) irrespective of whether the Liens securing the First Lien Loan Documents are valid, perfected, enforceable, void, avoidable, subordinated, disputed or allowed, or (v) any other circumstance whatsoever, each of First Lien Agent and First Lien Co-Agent, on behalf of itself and the First Lien Lenders, and Second Lien Agent, on behalf of itself and the Second Lien Lenders, hereby agree that: (1) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of Second Lien Agent or any Second Lien Lender that secures all or any portion of the Second Lien Indebtedness, shall in all respects be junior and subordinate to all Liens granted to First Lien Agent, First Lien Co-Agent and the First Lien Lenders in the Collateral to secure all or any portion of the First Lien Indebtedness, and (2) any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of First Lien Agent, First Lien Co-Agent or any First Lien Lender that secures all or any portion of the First Lien Indebtedness shall in all respects be senior and prior to all Liens granted to Second Lien Agent and the Second Lien Lenders in the Collateral to secure all or any portion of the Second Lien Indebtedness.

  • SUBORDINATION OF NOTES Section 11.01.

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