Xxxxxx Earn Out Sample Clauses

Xxxxxx Earn Out. Section 2.2.5 is added to the Purchase Agreement in its entirety as follows:
Sample 1
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Xxxxxx Earn Out. As of the date hereof, the Acquired Companies have not paid any amounts to any Seller (as defined in the Xxxxxx Agreement) with respect to any Earn-Out Amount or Earn-Up Amount (each as defined in the Xxxxxx Agreement) and no such amounts are due and payable. As of the date hereof, in the Acquired Companies’ good faith determination, the EBITDA of the Business (each as defined and calculated in accordance with the Xxxxxx Agreement) does not exceed 110% of the EBITDA used in the determination of the Earn-Out Amount for the 2018 Measurement Year (as defined in the Xxxxxx Agreement) and the Cumulative EBITDA does not exceed the Cumulative EBITDA Floor (each as defined in the Xxxxxx Agreement). Except as set forth on the Xxxxxx Earn-Out Schedule, no Seller (as defined in the Xxxxxx Agreement) has claimed that any Earn-Out Amounts or any Earn-Up Amounts (each as defined in the Xxxxxx Agreement) are owed by any Acquired Company.
Sample 1

Related to Xxxxxx Earn Out

  • Xxxxx, Esq Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

  • Xxxxxx, Esq Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporation 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telecopier: (000) 000-0000 if to Investor to: Xxxxx Interactive SA c/x Xxxxx Software Corporation 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxx Xxxx, Chairman and Chief Executive Officer Telecopier: (000) 000-0000 with copies to: Xxxxx Interactive SA Parc de l'esplanade 00, Xxx Xxxxxx Xxxxx Saint Xxxxxxxx des Xxxxxx 00000 Xxxxx xxx Xxxxx Xxxxx Xxxxxx Telecopier: 011-33-1-60-31-59-60 and

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxxxxx Payments The Company shall pay Executive cash benefits equal to:

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx

  • Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx

  • Xxxxxxxxx Payment The Company shall pay to you the following amounts:

  • Xxxxx X X. Xxxxxxxx

  • Xxxxxxxxx Pay The Company will pay Executive a lump sum cash payment, less all applicable withholdings and deductions, in an amount equal to:

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