Earn-Out Liability definition
Earn-Out Liability means, with respect to the Borrower and its Subsidiaries, any unsecured contingent liability of the Borrower or any Subsidiary of the Borrower incurred in connection with any Permitted Acquisition, which such contingent liability (a) constitutes a portion of the purchase price for the property acquired but is not an amount certain, (b) is only payable based on the performance of the acquired property and in an amount based only on the performance of the acquired property and (c) is not subject to any acceleration right.
Earn-Out Liability means any Liability of any Group Company with respect to the earn-outs or similar deferred purchase price payments in respect of the acquisition of Vantage Holdings Ltd., Maybury James Ltd. or Specialty Aviation Underwriters, LLC.
Earn-Out Liability means, with respect to the Borrower and its Restricted Subsidiaries, any unsecured contingent liability of the Borrower or any Restricted Subsidiary of the Borrower incurred in connection with any Permitted Acquisition, which such contingent liability (a) constitutes a portion of the purchase price for the property acquired but is not an amount certain, (b) is only payable based on the performance of the acquired property and in an amount based only on the performance of the acquired property or (c) is not subject to any acceleration right (other than those rights in existence as of the date hereof). "Earn-Out Liability" does not include shares of the common stock of the Parent already issued and paid into escrow in connection with any Permitted Acquisition.
Examples of Earn-Out Liability in a sentence
For the avoidance of doubt, the Earn-Out Liability Amount shall be final as of the date of this Agreement and, shall not be subject to adjustment or dispute pursuant to this Section 2.4. The Parties agree to treat any payment made pursuant to this Section 2.4 as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law.
More Definitions of Earn-Out Liability
Earn-Out Liability does not include shares of the common stock of the Parent already issued and paid into escrow in connection with any Permitted Acquisition.
Earn-Out Liability in Article I is amended in its entirety as follows:
Earn-Out Liability means any Liability of any Group Company with respect to the earn-outs or similar deferred purchase price payments in respect of the acquisition of Vantage Holdings Ltd., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ltd. or Specialty Aviation Underwriters, LLC.