Annual Earnout Amount definition

Annual Earnout Amount means (A) with respect to the Annual Earnout Periods ending December 31, 2008 and December 31, 2009, an amount equal to the lesser of (i) the amount by which Annual EBITDA for such period exceeds the EBITDA Threshold for such period and (ii) the Annual Cap and (B) with respect to the Annual Earnout Period ending December 31, 2010, an amount equal to the lesser of (i) the amount by which the sum of the Annual EBITDA for such period and the TRICARE Amount exceeds the EBITDA Threshold for such period and (ii) the Annual Cap. For the avoidance of doubt, to the extent that any portion of the CMS Reconciliation Payment Amount is paid to or by the Company, with respect to the 2006 plan year, during the Annual Earnout Periods, any such portion of the CMS Reconciliation Payment Amount or other CMS settlement amounts shall be excluded from the calculation of Annual EBITDA for such Annual Earnout Period.
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Annual Earnout Amount means the sum of $7,600,000.
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Annual Earnout Amount. Annual Earnout Amount" shall have the meaning set forth in Section 1.9(b) of the Agreement.
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Examples of Annual Earnout Amount in a sentence

  • Subject to and upon the terms and conditions of this Agreement, on each Earnout Payment Date, Parent shall pay to MHRx as additional Merger Consideration the Annual Earnout Amount due with respect to the immediately preceding Annual Earnout Period.

  • Notwithstanding the cancellation of the Cliffstar Note on the terms provided herein, the Company may at any time or times after the date hereof receive other Cliffstar Payments consisting of (i) an Earnout Termination Payment or (ii) a payment on the Earnout Amount (including, without limitation, any Annual Earnout Amount).

  • Notwithstanding the foregoing, Parent may, in its sole discretion, elect to pay to MHRx an Annual Earnout Amount (or a portion thereof) despite the Annual EBITDA (or, for the Annual Earnout Period ending December 31, 2010, the Annual EBITDA plus the TRICARE Amount) being less than the EBITDA Threshold for such Annual Earnout Period.

  • No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or potential Defaulting Lender or any of their respective Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

  • The cost of the Accounting Firm shall be borne by the Party (either Purchaser or the Shareholder Representative) whose determination of the Annual Earn Out Amount was furthest from the determination of the Accounting Firm, provided if Purchaser’s and the Shareholder Representative’s determination of Annual Earnout Amount were each within plus or minus 10% of the Accounting Firm’s determination, the cost shall be borne equally by Purchaser and the Shareholder Representative.


More Definitions of Annual Earnout Amount

Annual Earnout Amount has the meaning set forth in Section 2.5.3a).
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Annual Earnout Amount has the meaning given in Section 1.3(a);
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Annual Earnout Amount has the meaning set forth in Section 6.2.2(a).
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Annual Earnout Amount means (A) with respect to the Annual Earnout Periods ending December 31, 2008 and December 31, 2009, an amount equal to fifty-five percent (55%) of the lesser of (i) the amount by which Annual EBITDA for such period exceeds the EBITDA Threshold for such period and (ii) the Annual Cap and (B) with respect to the Annual Earnout Period ending December 31, 2010, an amount equal to fifty-five percent (55%) of the lesser of (i) the amount by which the sum of the Annual EBITDA for such period and the TRICARE Amount exceeds the EBITDA Threshold for such period and (ii) the Annual Cap. For the avoidance of doubt, to the extent that any portion of the CMS Reconciliation Payment Amount is paid to or by the Company, with respect to the 2006 plan year, during the Annual Earnout Periods, any such portion of the CMS Reconciliation Payment Amount or other CMS settlement amounts shall be excluded from the calculation of Annual EBITDA for such Annual Earnout Period.”
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Annual Earnout Amount has the meaning set forth in the Cliffstar Purchase Agreement.
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Annual Earnout Amount means, for each Earnout Year, an amount equal to thirty percent (30%) of the Pre-Tax Division Earnings for such Earnout Year.
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Annual Earnout Amount has the meaning set forth in Section 2.9(b).
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