Common use of Third Earnout Period Retroactive Payments Clause in Contracts

Third Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the third Earnout Period, Buyer will deliver to Seller additional consideration (the "Third Period Second Year Payment") for the Shares equal to the: Provided, however, that if the sum of the Third Earnout Period Subsequent Earnout Payment and the Third Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the third Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the third Earnout Period and (ii) the Third Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the Third Period Second Year Payment is less than zero, no amount shall be paid to Seller. (B) On the second anniversary of the Payment Date for the third Earnout Period, Buyer will deliver to Seller additional consideration (the "Third Period Third Year Payment") for the Shares equal to the: (((((Loss Ratio for the third Earnout Period - Loss Ratio for the third Earnout Period recomputed as of the second anniversary of the end of the third Earnout Period) x Earned Premiums for the third Earnout Period) + Pre-Tax Earnings for the third Earnout Period - Threshold Earnout Level for the third Earnout Period) / (Maximum Earnout Level for the third Earnout Period - Threshold Earnout Level for the third Earnout Period)) x Maximum Earnout Payment for the third Earnout Period) - Third Earnout Period Subsequent Earnout Payment - Third Period Second Year Payment. Provided, however, that if the sum of the Third Earnout Period Subsequent Earnout Payment, the Third Period Second Year Payment and the Third Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment for the third Earnout Period and (y) the Future Earnout Amount for the Second Earnout Period, Buyer shall only pay Seller an amount equal to (i) the Maximum Earnout Payment for the third Earnout Period plus (ii) the Future Earnout Amount for the Second Earnout Period less (iii) the Third Earnout Period Subsequent Earnout Payment less (iv) the Third 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 Third Period Third Year Payment is less than zero, Seller shall pay the integral amount of the Third Period Third Year Payment to Buyer, not to exceed the sum of (x) the Third Earnout Period Subsequent Earnout Payment and (y) the Third Period Second Year Payment.

Third Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the third Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Third Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the third Earnout Period - Loss Ratio for the third Earnout Period recomputed as of the first anniversary of the end of the third Earnout Period) x Earned Premiums for the third Earnout Period) + Pre-Tax Earnings for the third Earnout Period - Threshold Earnout Level for the third Earnout Period) / (Maximum Earnout Level for the third Earnout Period - Threshold Earnout Level for the third Earnout Period)) x Maximum Earnout Payment for the third Earnout Period x 75%) - Third Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the Third Earnout Period Subsequent Earnout Payment and the Third Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the third Earnout Period, Buyer shall only pay Seller Sellers an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the third Earnout Period and (ii) the Third Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to SellerSellers; and further provided that if the Third Period Second Year Payment is less than zero, no amount shall be paid to SellerSellers. (B) On the second anniversary of the Payment Date for the third Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Third Period Third Year Payment") for the Shares equal to the: (((((Loss Ratio for the third Earnout Period - Loss Ratio for the third Earnout Period recomputed as of the second anniversary of the end of the third Earnout Period) x Earned Premiums for the third Earnout Period) + Pre-Tax Earnings for the third Earnout Period - Threshold Earnout Level for the third Earnout Period) / (Maximum Earnout Level for the third Earnout Period - Threshold Earnout Level for the third Earnout Period)) x Maximum Earnout Payment for the third Earnout Period) - Third Earnout Period Subsequent Earnout Payment - Third Period Second Year Payment. Provided, however, that if the sum of the Third Earnout Period Subsequent Earnout Payment, the Third Period Second Year Payment and the Third Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment for the third Earnout Period and (y) the Future Earnout Amount for the Second Earnout Period, Buyer shall only pay Seller Sellers an amount equal to (i) the Maximum Earnout Payment for the third Earnout Period plus (ii) the Future Earnout Amount for the Second Earnout Period less (iii) the Third Earnout Period Subsequent Earnout Payment less (iv) the Third 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 Third Period Third Year Payment is less than zero, Seller shall pay the integral amount of the Third Period Third Year Payment to Buyer, not to exceed the sum of (x) the Third Earnout Period Subsequent Earnout Payment and (y) the Third Period Second Year Payment.Period

Third Earnout Period Retroactive Payments. (A) On the first anniversary of the Payment Date for the third Earnout Period, Buyer will deliver to Seller additional consideration (the "Third Period Second Year Payment") for the Shares equal to the: (((((Loss Ratio for the third Earnout Period - Loss Ratio for the third Earnout Period recomputed as of the first anniversary of the end of the third Earnout Period) x Earned Premiums for the third Earnout Period) + Pre-Tax Earnings for the third Earnout Period - Threshold Earnout Level for the third Earnout Period) / (Maximum Earnout Level for the third Earnout Period - Threshold Earnout Level for the third Earnout Period)) x Maximum Earnout Payment for the third Earnout Period x 75%) - Third Earnout Period Subsequent Earnout Payment. Provided, however, that if the sum of the Third Earnout Period Subsequent Earnout Payment and the Third Period Second Year Payment exceeds 75% of the Maximum Earnout Payment for the third Earnout Period, Buyer shall only pay Seller an amount equal to the difference between (i) 75% of the Maximum Earnout Payment for the third Earnout Period and (ii) the Third Earnout Period Subsequent Earnout Payment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller; and further provided that if the Third Period Second Year Payment is less than zero, no amount shall be paid to Seller. (B) On the second anniversary of the Payment Date for the third Earnout Period, Buyer will deliver to Seller additional consideration (the "Third Period Third Year Payment") for the Shares equal to the: (((((Loss Ratio for the third Earnout Period - Loss Ratio for the third Earnout Period recomputed as of the second anniversary of the end of the third Earnout Period) x Earned Premiums for the third Earnout Period) + Pre-Tax Earnings for the third Earnout Period - Threshold Earnout Level for the third Earnout Period) / (Maximum Earnout Level for the third Earnout Period - Threshold Earnout Level for the third Earnout Period)) x Maximum Earnout Payment for the third Earnout Period) - Third Earnout Period Subsequent Earnout Payment - Third Period Second Year Payment. Provided, however, that if the sum of the Third Earnout Period Subsequent Earnout Payment, the Third Period Second Year Payment and the Third Period Third Year Payment exceeds the sum of (x) the Maximum Earnout Payment for the third Earnout Period and (y) the Future Earnout Amount for the Second Earnout Period, Buyer shall only pay Seller an amount equal to (i) the Maximum Earnout Payment for the third Earnout Period plus (ii) the Future Earnout Amount for the Second Earnout Period less (iii) the Third Earnout Period Subsequent Earnout Payment less (iv) the Third 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 Third Period Third Year Payment is less than zero, Seller shall pay the integral amount of the Third Period Third Year Payment to Buyer, not to exceed the sum of (x) the Third Earnout Period Subsequent Earnout Payment and (y) the Third Period Second Year Payment.not