Earnout Obligation definition

Earnout Obligation an obligation to pay the seller in an acquisition a future payment that is contingent upon the financial performance of the business acquired in such acquisition exceeding a specified benchmark level and that becomes payable when such excess financial performance is achieved.

Earnout Obligation means those contingent obligations of a Restricted Subsidiary incurred in favor of a seller (or other third party entitled thereto) under or with respect to any Permitted Acquisition.

Earnout Obligation means, with respect to any Person, any earn-out, purchase price adjustment or similar obligation incurred by such Person in connection with any Acquisition (in each case, valued at the maximum potential amount thereof).

Examples of Earnout Obligation in a sentence

• ClearBlue has reserved 132,634 shares of NaviSite common stock to satisfy, if required, the Earnout Obligation.

• Assignor agrees that it shall promptly deliver to Assignee such additional bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to sell, transfer, assign, and convey to Assignee the Assigned Earnout Obligation.

• Concurrent with the Closing, the Pledgors will deposit the Pledged Securities with the Escrow Agent who will hold such shares in escrow in order to secure the Earnout Obligation until the Escrow Agent is required to release such shares pursuant to the terms of this Agreement and the Merger Agreement.

• The Representative, by his execution below, hereby consents in his capacity as Representative to the Effective Time Holders, to assignment of the Assigned Earnout Obligation.

• Pledgee has executed and delivered a Release of Lien (the "Release of Lien") to the Escrow Agent releasing and terminating its security interest in the Pledged Securities and which Release of Lien is to be held in escrow by the Escrow Agent until the Earnout Obligation is fully and finally resolved.

More Definitions of Earnout Obligation

Earnout Obligation means a contingent obligation to make a cash payment to a non-Affiliate Person based upon the future earnings or performance of an acquired business.

Earnout Obligation means all obligations of Seller to make the Earnout Payment (as defined in the Merger Agreement) under the Merger Agreement, including but not limited to pursuant to Section 2.7 of the Merger Agreement to the Effective Time Holders (as defined in the Merger Agreement).

Earnout Obligation means, with respect to any Person, any earn-out, purchase price adjustment or similar obligation incurred by such Person in connection with any Acquisition (in each case, valued at the maximum potential amount thereof). “Effective Date” has the meaning specified therefor in Section 5.01. “Employee Plan” means an employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan), regardless of whether subject to ERISA, that any Loan Party or any of its ERISA Affiliates maintains, sponsors or contributes to or is obligated to contribute to. “Environmental Claim” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other communication from any Person or Governmental Authority involving any alleged or actual (a) violation of or liability under any Environmental Law; or (b) manufacture, use, handling, generation, transportation, storage, treatment, Release, threatened Release or disposal or exposure to any Hazardous Materials. “Environmental Law” means any Requirement of Law relating to or concerning (i) the protection of the environment, natural resources, human health or safety, or (ii) the manufacture, use, handling, generation, transportation, storage, treatment, Release, threatened Release, presence or disposal of or exposure to any Hazardous Material. “Environmental Liability” means all liabilities (contingent or otherwise, known or unknown), monetary obligations, losses (including monies paid in settlement), damages, natural resource damages, costs and expenses (including all reasonable fees, costs, client charges and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest arising directly or indirectly as a result of or based upon (a) any Environmental Claim; (b) any actual, alleged or threatened non-compliance with Environmental Law or Environmental Permit; (c) any actual, alleged or threatened Release of or exposure to Hazardous Materials; (d) any Remedial Action; (f) any environmental condition; or (g) any contract, agreement, or other arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liability. “Environmental Permit” means any permit, license, authorization, approval, registration or entitlement required by or issued pursuant to any Environm...

Earnout Obligation has the meaning set forth in the definition of “Indebtedness” herein.

Earnout Obligation means the additional consideration not to exceed $7,000,000 to be paid by Apio to Sellers upon the satisfaction of certain terms and conditions set forth in Section 2.4 of the Purchase Agreement.

Earnout Obligation means the earnout obligation of the Borrower with respect to Alfa Lighting, Inc., such earnout obligation not to exceed $4,000,000.

Earnout Obligation means those contingent obligations of a Restricted Subsidiary incurred in favor of a seller (or other third