Earnout Income definition

Earnout Income means all rental and other revenue generated by any New Lease or Earnout Lease for the first twelve (12) months following the rent commencement date thereunder, including reimbursement of Taxes, insurance, utilities, repairs, maintenance and management fees, without deduction for any rent abatement or similar concessions. Notwithstanding anything to the contrary contained herein, in the event that any such New Lease or Earnout Lease demises all or any portion of the space previously demised under an Existing Lease that is terminated in accordance with the second sentence of Section 3.5 hereof, then the Earnout Income associated with such New Lease or Earnout Lease shall be adjusted to deduct therefrom the amount of rental and other revenue that would have been payable during the applicable twelve month period had such Existing Lease not been terminated.
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Earnout Income. Adjusted EBITDA attributable to the post-Closing Business as a standalone entity, determined in accordance with GAAP, and without deduction for overhead or other expenses of Buyer beyond those set forth in the Operating Plan, and determined in a manner consistent with the Operating Plan.
Sample 1
Earnout Income. Adjusted EBITDA attributable to the post-Closing Business as a standalone entity, determined in accordance with GAAP, and without deduction for overhead or other expenses of Buyer beyond those set forth in the Operating Plan, and determined in a manner consistent with the Operating Plan. “Earnout Revenue” — gross revenue, determined in accordance with GAAP, attributable to the post-Closing Business as a standalone entity in accordance with the Operating Plan, but excluding revenue from sales of Assets not contemplated by the Operating Plan, except as otherwise approved by Buyer. “Effective Time” — the date and time when the Contemplated Transactions become effective.
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Examples of Earnout Income in a sentence

  • For further purposes of clarity, if Earnout Income is One Hundred Thirty Four Thousand Nine Hundred Sixty Four and 60/100ths Dollars ($134,964.60) as of the end of the twelve month period following the Closing Date, then such achievement would represent 95% achievement of the second milestone of the Second Earnout and Buyer shall pay Seller 95% of $600,000 or $570,000 within fifteen (15) Business Days.

  • However, if Earnout Income as of the end of the 12 month period following the Closing Date is less than One Hundred Thirty Four Thousand Nine Hundred Sixty Four and 60/100ths Dollars ($134,964.60), no payment with respect to milestone (2) above shall be owed or paid.

  • For purposes of clarity, if Earnout Revenue is Five Million Four Thousand Five Hundred Twenty Five Dollars ($5,004,525) as of the end of the twelve month period following the Closing Date (and provided Earnout Income for that same period is at least breakeven), then such achievement would represent 75% achievement of the first milestone of the Second Earnout and Buyer shall pay Seller 75% of $600,000 or $450,000 within fifteen (15) Business Days.

  • As used in this Agreement, the “Earnout Amount” shall be (i) an amount equal to the anticipated Earnout Income under such Earnout Lease, divided by (ii) the Cap Rate, less an amount equal to the anticipated Leasing Costs in respect of said Earnout Lease.

  • Notwithstanding anything to the contrary set forth above, where the Earnout Revenue milestone is not achieved in its entirety, but the Earnout Income milestone has surpassed one hundred percent (100%) achievement, then fifty percent (50%) of every dollar over the maximum Earnout Income milestone will be paid to Seller up to a maximum of $600,000 less any amounts actually attained by Seller under the earn-out milestone (1) above.

  • In connection with any Earnout Report, Buyer shall, upon request of Seller, promptly make available to Seller or its Representatives Buyer’s books and records as they relate to the Business and reasonably cooperate with Seller and its Representatives in their review thereof for the purpose of determining the achievement of any earn-out milestones (including any determination of Earnout Revenue or Earnout Income if applicable) or the amount of any earn-out payment that may be due.

  • For each Site, the Allocated Purchase Price to be paid by Buyer to Seller at the applicable Closing will be increased by an amount equal to the quotient of (x) the anticipated Earnout Income under each New Lease applicable to such Site, divided by (y) the Cap Rate.

  • Further, in the event that one hundred percent (100%) of the Second Earnout is achieved, then any overages in Earnout Revenue or Earnout Income shall be applied toward the achievement of the Earnout Revenue and Earnout Income milestones, respectively, for the Third Earnout (as defined below).

  • Notwithstanding anything to the contrary set forth above, where the Earnout Revenue milestone for the Third Earnout is not achieved in its entirety, but the Earnout Income milestone for the Third Earnout has surpassed one hundred percent (100%) achievement, then fifty percent (50%) of every dollar over the maximum Earnout Income milestone for the Third Earnout will be paid to Seller up to $1,500,000 less any amounts actually attained by Seller under the earn-out milestone (1) above for the Third Earnout.

  • Buyer shall deliver the Earnout Income Statement and its determination of the applicable Target Levels and the Earnout Amount due, if any, to the Sellers' Representatives within ninety (90) days following the end of each Earnout Period.

Related to Earnout Income

  • Investment Income means dividends, capital gains, or interest income generated from:

  • Median income means the median income by household size for the applicable housing region, as adopted annually by COAH or a successor entity approved by the Court.

  • Exempt income means all of the following:

  • Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

  • Interest Income means interest earned on the Funding;

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Adjusted Net Income ’ means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. ‘‘Adjusted net income margin’’ refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.

  • Qualifying Income Gross income that is described in Section 856(c)(2) or 856(c)(3) of the Code.

  • Trust Income has the meaning set forth in the Trust Agreement.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Operating Income means the Company’s or a business unit’s income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles.

  • Moderate income means more than 50 percent but less than 80

  • Consolidated Interest Income means, for any period, the interest income of the Consolidated Group for such period, determined on a consolidated basis in accordance with GAAP.

  • Business income means income arising from transactions and activity in the regular course of the taxpayer's trade or business and includes income from tangible and intangible property if the acquisition, management, and disposition of the property constitute integral parts of the taxpayer's regular trade or business operations.

  • Program Income means gross in- come earned by the recipient that is di- rectly generated by a supported activ- ity or earned as a result of the award (see exclusions in § 215.24(e) and (h)). Program income includes, but is not limited to, income from fees for serv- ices performed, the use or rental of real or personal property acquired under federally-funded projects, the sale of commodities or items fabricated under an award, license fees and royalties on patents and copyrights, and interest on loans made with award funds. Interest earned on advances of Federal funds is not program income. Except as other- wise provided in Federal awarding agency regulations or the terms and conditions of the award, program in- come does not include the receipt of principal on loans, rebates, credits, dis- counts, etc., or interest earned on any of them.

  • Consolidated Income Tax Expense means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Per capita income means the average for the most recent three years for

  • Consolidated Net Income means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

  • Revenue means the price for iron ore from the mineral lease the subject of any shipment or sale and payable by the purchaser thereof to the Company or an associated company less all export duties and export taxes payable to the Commonwealth on the export of the iron ore and all costs and charges properly incurred and payable by the Company from the time the ore shall be placed on ship at the Company’s wharf to the time the same is delivered and accepted by the purchaser including — (1) ocean freight; (2) marine insurance; (3) port and handling charges at the port of discharge; (4) all costs properly incurred in delivering the ore from port of discharge to the smelter and evidenced by relevant invoices; (5) all weighing sampling assaying inspection and representation costs; (6) all shipping agency charges after loading on and departure of ship from the Company’s wharf; and (7) all import taxes by the country of the port of discharge;

  • Adjusted Consolidated Net Income means, for any period, Consolidated Net Income for such period plus the sum of the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense and non-cash interest expense) and net non-cash losses which were included in arriving at Consolidated Net Income for such period, less the amount of all net non-cash gains and non-cash credits which were included in arriving at Consolidated Net Income for such period.

  • covenant income means the gross income payable to a full-time student under a Deed of Covenant by his parent;

  • Adjusted Operating Income for each year in the Performance Period is defined as the Company’s net income from continuing operations as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis), adjusted as set forth in the immediately following sentence. In calculating Adjusted Operating Income, net income from continuing operations shall be adjusted as follows: first (A) remove the after-tax effects of the following items: (i) losses (net of reinsurance) from catastrophes (as designated by the Insurance Service Office’s Property Claims Service Group, the Lloyd’s Claim Office, Swiss Reinsurance Company’s sigma report, or a comparable report or organization generally recognized by the insurance industry, and reported by the Company as a catastrophe); asbestos and environmental reserve charges (or releases); net realized investment gains or losses in the fixed maturities and real estate portfolios; and (ii) extraordinary items, the cumulative effect of accounting changes and federal income tax rate changes, and restructuring charges, each as defined by generally accepted accounting principles in the United States, and each as reported in the Company’s financial statements (including accompanying footnotes and management’s discussion and analysis); (B) reduced, as to the first year in the Performance Period (20XX), by $XXXXXX, as to the second year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium, and as to the third year in the Performance Period (20XX), by $XXXXXX times the ratio of: the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium divided by the Company’s 20XX consolidated personal lines homeowners net written premium plus commercial lines property net written premium plus 50% of commercial lines multi peril net written premium; and (C) reduced by an amount intended, as of the date of this award, to approximate historical levels of credit losses (on an after-tax basis) associated with the Company’s fixed income investments, determined by (i) multiplying a fixed factor, expressed as 2.25 basis points, by the amortized cost of the Company’s fixed maturity investment portfolio at the beginning of each quarter during the relevant year in the Performance Period and (ii) adding the after-tax sum of the amounts resulting from (i) for such year in the Performance Period.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Net Income means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.