Earnout Amount definition
Earnout Amount has the meaning set forth in Section 2(b).
Earnout Amount shall have the meaning set forth in Section 3.3(a).
Earnout Amount has the meaning set forth in Section 1.9(a).
Examples of Earnout Amount in a sentence
Notwithstanding anything to the contrary in this Agreement, the sole source of recovery for any indemnification obligation of Seller pursuant to Section 8.1 shall be the Indemnity Holdback Amount or the offset to the Maximum Earnout Amount pursuant to this Section 8.3(c).
Each of the Sellers and Buyer acknowledge and agree that (i) Buyer’s obligations under this Section 2.4, if timely paid, shall not exceed the Earnout Amount and (ii) if paid, the Earnout Amount shall be treated as additional purchase price for the Acquired Interests for U.S. federal and applicable state and local income tax purposes, unless otherwise required by applicable Law.
More Definitions of Earnout Amount
Earnout Amount shall have the meaning set forth in Section 3.6.
Earnout Amount has the meaning set forth on Exhibit A.
Earnout Amount means, with respect to any Earnout Period, an amount equal to the product of (i) the Business Profit for such Earnout Period, multiplied by (ii) 50%; provided that in no event shall the Earnout Amount be less than zero.
Earnout Amount means forty-four and six tenths percent (44.6%) of the excess, if any, of the price at which Santa Fe sells the Property (with any promissory note valued at its full face amount) less closing costs of such Property sale transaction, over the Appraised Value.
Earnout Amount means an amount in cash equal to the amount determined pursuant to one, but only one, of the following clauses (i) through (ii): (i) if Net Sales for the Earnout Period are less than $500,000,000, zero Dollars; or (ii) otherwise, an amount equal to $50,000,000.
Earnout Amount means, with respect to any Earnout Measurement Period, the positive amount (if any) equal to (i) the product of (A) two (2) multiplied by (B) the excess (if any) of (x) the amount of Georgia EBITDA for such Earnout Measurement Period over (y) One Hundred Million Dollars ($100,000,000) minus (ii) the aggregate Earnout Amount(s) (if any) previously paid to the Seller (or previously offset against any payment obligations of Seller pursuant to, and subject to the terms and conditions of, Section 9.4(d) of the Share Purchase Agreement) with respect to all prior Earnout Measurement Periods; provided, that in no event shall the aggregate amount of all Earnout Amount(s) payable by the Purchaser hereunder (including any such amounts offset against payment obligations of Seller pursuant to, and subject to the terms and conditions of, Section 9.4(d) of the Share Purchase Agreement) exceed the Maximum Earnout Amount.
Earnout Amount means $192,500,000.