Earnout Business definition

Earnout Business has the meaning set forth in Schedule 1.14(a)(ix).

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Earnout Business shall be defined as, during the Earnout Measurement Period or Supplemental Earnout Measurement Period, as applicable: the revenues (measured on an accrual basis) generated by the Transferred Providers at the Facilities listed in Attachment 1 to this Exhibit B, plus the revenues generated by the Transferred Providers and any additional Providers hired on or after the Closing Date to provide services for PC Buyer or its Affiliates in the state of New York south of and including Dutchess, Sullivan, and Ulster Counties (the “Earnout Territory”), plus specific expansion of the business in the rest of New York State excluding the greater Buffalo and Syracuse markets (such area, excluding Buffalo/Syracuse, shall be referred to herein as “Upstate New York”) that is achieved through the substantial efforts and assistance of Owners, as such substantial efforts and assistance are reasonably determined by Acquirors. Notwithstanding the foregoing, the Earnout Business shall exclude the Business of PC Buyer and PC Buyer’s Affiliates existing as of the Closing (as measured by the revenues of PC Buyer and PC Buyer’s Affiliates prior to the Closing in the relevant area(s)). Notwithstanding the foregoing, the Earnout Business (and the EHR-Related Payment and Tuck-In Acquisition Payment) shall exclude any business obtained through acquisition by PC Buyer and/or its Affiliates of Cap Medical PLLC (New Hartford, NY) or Adult Medical Services PC (Williamsville, NY). The definition of Earnout Business shall not include any Business in any Facility in which any Owner (or a member of his or her immediate family), PC Seller, or Management Seller has an ownership or financial interest, or any referrals to or from any entity in which PC Seller, Management Seller, or any Owner has an ownership interest or financial interest (including but not limited to Hospice of New York).

Earnout Business shall have the meaning set forth in Schedule 1.2(a)(v). (vi) “Earnout Default Event” shall have the meaning set forth in Schedule 1.2(a)(vi). (vii) “Earnout Period” shall mean either the First Earnout Period or the Second Earnout Period, as applicable. (viii) “Earnout Stock Consideration” shall mean either the First Earnout Stock Consideration or Second Earnout Stock Consideration, as applicable.

Examples of Earnout Business in a sentence

• At Closing, Purchaser will contribute such yards to the Earnout Business.

• The aggregate of the following amounts (the “EBITDA Earnout Amount”) based on the annual performance of the Earnout Business as follows: Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) for each year (years 7 ended September 30, 2008 through September 30, 2012) the Earnout Business achieves an EBITDA Margin (defined below) of thirty-one percent (31%).

• The aggregate of the following amounts (the “EBITDA Earnout Amount”) based on the annual performance of the Earnout Business as follows: Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) for each year (years ended September 30, 2008 through September 30, 2012) the Earnout Business achieves an EBITDA Margin (defined below) of thirty-one percent (31%).

• The definition of Earnout Business shall not include any Business in any Facility in which any Owner (or a member of his or her immediate family), PC Seller, or Management Seller has an ownership or financial interest, or any referrals to or from any entity in which PC Seller, Management Seller, or any Owner has an ownership interest or financial interest (including but not limited to Hospice of New York).

• Notwithstanding the foregoing, the Earnout Business (and the EHR-Related Payment and Tuck-In Acquisition Payment) shall exclude any business obtained through acquisition by PC Buyer and/or its Affiliates of Cap Medical PLLC (New Hartford, NY) or Adult Medical Services PC (Williamsville, NY).

• Any incentive payments related to the Earnout Business that are received by PC Buyer for the adoption and/or implementation of an electronic health record (“EHR”) system or program, less the costs and expenses associated with such EHR adoption and/or implementation (regardless of how Acquirors treat such costs for accounting purposes) shall be payable to Selling Group at the time of the Earnout Payment or Supplemental Earnout Payment, as applicable.

• Notwithstanding the foregoing, the Earnout Business shall exclude the Business of PC Buyer and PC Buyer’s Affiliates existing as of the Closing (as measured by the revenues of PC Buyer and PC Buyer’s Affiliates prior to the Closing in the relevant area(s)).

• The Parties acknowledge and agree that the foregoing provisions of this Section 2.5(e) represent the Parties’ negotiations and agreements regarding the conduct of the Earnout Business from the Closing through and including December 31, 2019 and that there shall be no implied duties or covenants applicable to the operation of the Earnout Business including, without limitation, any implied duties of good faith and fair dealing.

More Definitions of Earnout Business

Earnout Business means the following services to the extent performed by the Acquired Companies: Medicare set asides, mandatory insurer reporting, CMS submission, claims settlement allocations, future medical cost projections, conditional payment research and conditional payment final demand, life care plans, conditional payment negotiation, drug management review, post settlement administration services, future allowable Medicare estimates, ClaimDRIVER, DocuGAP, and Stop the Pain program. For the avoidance of doubt, the Earnout Business shall not include any such services or similar services that are provided by Purchaser or its subsidiaries prior to the Closing Date or any such services or similar services of any business or attributed to any assets, in each case, that Purchaser acquires or assumes subsequent to the Closing Date, provided that such services are not sold or bundled by the Purchaser with services provided by the Acquired Companies, in which case they shall be included in Earnout Business, but only to the extent of services actually performed or provided by the Acquired Companies. The Purchaser shall be deemed to acquire or assume an Earnout Business if its enters into and closes a stock or asset purchase transaction with respect thereto or otherwise hires the employees or enters into any management or other contractual relationship with the owners or operators of any such business subsequent to the Closing Date.

Earnout Business shall be defined as, during the Earnout Measurement Period or Supplemental Earnout Measurement Period, as applicable: PC Buyer’s revenues (measured on an accrual basis) in all post-acute Facilities (including skilled nursing facilities, nursing homes, assisted living facilities, adult ▇▇▇▇▇▇ care homes, hospice facilities and programs and other long term care or residential facilities (“Post-Acute Facilities”), but excluding any short or long term acute care hospitals, inpatient rehabilitation hospitals, and other inpatient specialty facilities) within Massachusetts and Connecticut (the “Earnout Territory”). Notwithstanding the foregoing, the Earnout Business (and the EHR-Related Payment and Tuck-In Acquisition Payment) shall exclude any business obtained through acquisition by PC Buyer and/or its Affiliates of Practitioner Support Services, ▇▇▇▇▇▇▇▇▇ Geriatric Associates, New England Inpatient Specialists, and Essex Inpatient Physicians. The definition of Earnout Business shall not include any Business in any Facility in which any Owner (or a member of his or her immediate family) or Seller has an ownership or financial interest, or any referrals to or from any entity in which Seller or any Owner has an ownership interest or financial interest.

Earnout Business means (i) the Business, as conducted by the Company on the date of this Agreement, and (ii) Purchaser’s water management business as conducted by Purchaser and its Subsidiaries from time to time during the Earnout Period, including, without limitation, water blending, water treatment, water transfer, water storage, automation and monitoring, production testing, flow back, completion fluids and filtration services, in each case, solely as conducted in the Permian Basin Region.