Earn-Out Payments definition

Earn-Out Payments has the meaning set forth in Section 2.3(a).
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Earn-Out Payments has the meaning ascribed thereto in Section 2.8.1(a);
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Earn-Out Payments has the meaning set forth in Section 1.1(a).
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Examples of Earn-Out Payments in a sentence

  • For the avoidance of doubt the parties acknowledge that any Earn-Out Payments earned and received by the Contributors shall be included in calculation of the Total Consideration.

  • Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 2024.

  • In no event shall the Buyer or any of its Affiliates be required to take any action (or omit to take any action) or to expend any funds or incur any Liabilities or expenses in connection with increasing the likelihood of achieving the Earn-Out Payment or Bonus Payments or to otherwise protect, expedite or maximize the Earn-Out Payments or Bonus Payments.

  • The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date.

  • For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner.


More Definitions of Earn-Out Payments

Earn-Out Payments has the meaning set forth in Section 2.5(a) of this Agreement.
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Earn-Out Payments shall have the meaning set forth in Section 2.4.
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Earn-Out Payments means payments to the Seller or the Stockholders (as applicable) of a percentage of the accumulated “Pre-Tax Profits” (hereinafter defined), up to a maximum aggregate amount of $12,250,000, payable as set forth in this Section 1.5(b).
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Earn-Out Payments means contingent future payments, based on performance, paid or payable in connection with a Permitted Acquisition, whether or not evidenced by a promissory note and whether or not such payment obligations would be reflected as a liability on the consolidated balance sheet of PRGX and its Subsidiaries.
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Earn-Out Payments means the Period 1 Earn-Out Payment, Period 2 Earn-Out Payment, Period 3 Earn-Out Payment or Period 4 Earn-Out Payment and all of them collectively, as applicable.
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Earn-Out Payments means the First Earn-Out Payment, Second Earn-Out Payment, any Additional Earn-Out Payment, or any interest payable under Section 1.6(c), as applicable.
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Earn-Out Payments has the meaning set out in paragraph 2.1 of this Schedule.
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