Earnout Adjustment Amount definition

Earnout Adjustment Amount means the sum of all of the potential earnout payment, bonus (including retention payments) or other post-closing or deferred purchase price obligations of the Company, which are described on (and in the amounts set forth on) Annex A to Schedule 1.1(b), but only with respect to those that have not been paid, satisfied, terminated or forfeited prior to the Closing.
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Earnout Adjustment Amount means the sum of (i) for accounts receivable outstanding more than 90 days and fewer than 180 days as of March 31, 2007, 20% of the value of such accounts receivable which in the aggregate are more than RMB 10,000,000 and less than RMB 20,000,000 ("Category I") plus 50% of the value of such accounts receivable which in the aggregate exceed RMB 20,000,000 ("Category II"); (ii) for accounts receivable outstanding more than 180 days and fewer than 360 days as of March 31, 2007, 50% of the value of all such accounts receivable ("Category III"); and (iii) 100% of the value of all accounts receivable that are outstanding more than 360 days as of March 31, 2007 ("Category IV").
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Earnout Adjustment Amount means a number of Class A Units equal to (i) (A) the Earnout Amount, divided by (B) the sum of (x) the Base Amount, (y) the Final Adjustment Amount and (z) $100,000,000; multiplied by (ii) the total number of Units of the Company outstanding as of immediately after giving effect to the Closing.
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Examples of Earnout Adjustment Amount in a sentence

  • For greater certainty, the Earnout Amount shall not be paid until after the Earnout Adjustment Amount, if any, has been determined after the end of the Earnout Period in accordance with this Section 2.8, regardless of whether the Corporation achieves Cumulative Revenue equal to the Earnout Target prior to the end of the Earnout Period.

  • In the event that the final Earnout Adjustment Amount differs from the Calculated Adjustment by a positive number, the costs of the Independent Accountant shall be borne by the Purchaser.

  • In the event that the final Earnout Adjustment Amount differs from the Calculated Adjustment by a negative number, the costs of the Independent Accountant shall be borne by the Vendors.

  • If the Purchaser does not receive a notice of such a dispute from the Vendors within the Notice Period, the Calculated Adjustment shall be deemed to be the Earnout Adjustment Amount and the Earnout Amount shall be final and binding for purposes hereof, absent manifest error or fraud.

  • The Earn-out Report shall set forth in reasonable detail a determination whether the goals described in Items (a) through (d) of this Schedule I shall have been attained, including sufficient supporting schedules and data, together with the resulting Earn-out Adjustment Amount.


More Definitions of Earnout Adjustment Amount

Earnout Adjustment Amount has the meaning set forth in Section 2.07(e).
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Earnout Adjustment Amount means the amount of the Earnout Adjustment, if any.
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Related to Earnout Adjustment Amount

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Adjustment Escrow Amount means $1,000,000.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Closing Payment Amount has the meaning specified in Section 1.5.