Earnout Business definition

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.
Sample 1
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).
Sample 1
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.
Sample 1

Examples of Earnout Business in a sentence

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

  • 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.

  • 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.

  • 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%).

  • 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 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).


More Definitions of Earnout Business

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 xxxxxx 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, Xxxxxxxxx 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.
Sample 1
Earnout Business has the meaning set forth on Schedule A.
Sample 1
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.
Sample 1

Related to Earnout Business

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Subject Business means the policy or policies that are

  • Company Business means the business of the Company as presently conducted.

  • Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.

  • Minority Business means a business:

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Target Business means any businesses or entity with whom the Company wishes to undertake a Business Combination;

  • Alarm business means the business by any individual, partnership, corporation, or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving or installing any alarm system or causing to be sold, leased, maintained, serviced, repaired, altered, replaced, moved or installed any alarm system in or on any building, structure or facility.

  • Cannabis business means any business activity involving cannabis, including but not limited to cultivating, transporting, distributing, manufacturing, compounding, converting, processing, preparing, storing, packaging, delivering, testing, dispensing, retailing and wholesaling of cannabis, of cannabis products or of ancillary products and accessories, whether or not carried on for gain or profit.

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

  • Acquired Business means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the date hereof.

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Core Business means any material line of business conducted by the Company and its Subsidiaries as of the Closing Date and any business directly related thereto.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • food business means any undertaking, whether for profit or not and whether public or private, carrying out any of the activities related to any stage of production, processing and distribution of food;

  • food business operator means the natural or legal persons responsible for ensuring that the requirements of food law are met within the food business under their control;

  • Micro Business means a company which either:

  • home business means a business, service or profession carried out in a dwelling or on land around a dwelling by an occupier of the dwelling which –

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.