Examples of Earnout Amounts in a sentence
During the period from the Closing Date through December 31, 2008, Purchaser shall track Revenue in such a manner as to allow for the calculation of the Earnout Amounts and shall provide the Key Employees and their leverage personnel with financial and administrative support no less favorable than such support provided to similarly situated employees of Purchaser.
The Independent Accountants shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after their engagement, and their resolution of the Disputed Earnout Amounts and their adjustments, if any, to the Earnout Statement shall be conclusive and binding upon the Parties.
The Asset Level Allocation Statement shall be consistent with the Closing Date Allocation, but shall also contain a methodology for allocation of any Earnout Amounts among the Purchased Assets.
Upon receipt by Seller of Earnout Payments that equal, in the aggregate, the Total Earnout Cap, then Buyer shall have no further Obligation to Seller for additional Earnout Amounts hereunder or otherwise under this Section 2.8.
Except in the case of Fraud, willful misconduct or intentional misrepresentation, the maximum aggregate amount of indemnifiable Losses which may be recovered from Purchaser arising out of or relating to the inaccuracy or breach of any Fundamental Representation, or breach of covenant, agreement or undertaking under Section 12.1(b) shall be the Purchase Price plus any Earnout Amounts actually paid or then due and owing by Purchaser.