Earnout Obligations definition

Earnout Obligations means those payment obligations of the Company and its Subsidiaries to former owners of businesses which were acquired by the Company or one of its Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to the extent such obligations are required to be set forth with respect to such payment obligations on a balance sheet prepared in accordance with GAAP applied in a manner consistent with past practices.

Earnout Obligations means, in connection with any acquisition, the obligation of the Borrower or any Subsidiary to pay a portion of the purchase price after the closing date thereof that is structured as an earnout or similar contingent payment or arrangement. The amount of any Earnout Obligation at any time shall be the amount reasonably estimated by the Borrower at such time to be or become payable pursuant to such obligation.

Earnout Obligations those payment obligations of the Borrower and its Restricted Subsidiaries to former owners of businesses which were acquired by the Borrower or one of its Restricted Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to the extent such payment obligations are required to be set forth on a balance sheet prepared in accordance with GAAP.

Examples of Earnout Obligations in a sentence

• Each Lender hereby authorizes Administrative Agent to give blockage, enforcement or other notices in connection with any Subordinated Debt, including, without limitation, the Second Lien Debt and AgileThought Earn-out Obligations.

• The aggregate consideration for the Acquisition shall not exceed $114,000,000 (excluding the GenCorp Earnout Obligations) and a portion of such consideration shall consist of the Subordinated Seller Note in the principal amount of $25,500,000.

• The Entrepids and Extend Solutions Earn-out Obligations constitute Permitted Existing Earn-out Obligations.

• Subject to Sections 6.16(b) and 6.16(c), any indemnifiable Losses owed to the Parent Indemnified Persons with respect to the Earnout Obligations shall be satisfied in accordance with Section 2.12; provided that in no event shall the Parent Indemnified Persons be entitled to Losses with respect to the Earnout Obligations in excess of the amounts available in the Earnout Escrow Accounts other than in the case of (and then, solely to the extent of) any Indemnified Earnout Defense Costs.

• Promptly notify the Lender of an event of default under any Contract entered into by any Loan Party with respect to (i) Funded Debt in excess of [Redacted - Commercially Sensitive Information], or (ii) any VTB and Earnout Obligations.

More Definitions of Earnout Obligations

Earnout Obligations means earn-outs and deferred compensation incurred in connection with any Permitted Acquisition or Investment permitted under Section 8.3(l) consummated after the Closing Date under non-compete agreements, consulting agreements, earn-out agreements and similar deferred compensation arrangements (including such as may be contained in the purchase agreement or related documents for such Permitted Acquisition). The unpaid amount of Earnout Obligations to be determined at any time with respect to any such Permitted Acquisition shall be calculated on the basis of the maximum determinable amount payable with respect to such Permitted Acquisition, or such lesser amount thereof agreed to by the Administrative Agent in its sole discretion.

Earnout Obligations means, with respect to any Acquisition, all obligations of Holdings or any Subsidiary to make earnout or other contingency payments which are payable based on the achievement of specified financial results over time or similar contingent payment or arrangement and other indemnity obligations pursuant to the documentation relating to such Acquisition (and including fixed deferred payments related to such Acquisitions). For purposes of determining the aggregate consideration paid for an Acquisition and for determining the amount of any Earnout Obligations to be included in the definition of Consolidated Total Debt, the amount of Earnout Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

Earnout Obligations means contingent earnout obligations payable to one or more sellers incurred in connection with an Acquisition.

Earnout Obligations those payment obligations of the Parent Borrower and its Restricted Subsidiaries to former owners of businesses which were acquired by the Parent Borrower or one of its Restricted Subsidiaries pursuant to an acquisition which are in the nature of deferred purchase price to the extent such obligations are required to be set forth with respect to such payment obligations on a balance sheet of the Parent Borrower or one of its Restricted Subsidiaries prepared in accordance with GAAP; provided, that Earnout Obligations shall not include any such obligations that are payable after the Maturity Date.

Earnout Obligations means (a) the ActiveCare Earnout, (b) the Geneva Earnout and (c) with respect to any other Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition agreements, consulting agreements (other than consulting agreements for which associated costs are included in Consolidated Net Income) and other indemnity obligations) pursuant to the documentation relating to such Acquisition (and including fixed deferred payments related to such Acquisitions). For purposes of determining the aggregate consideration paid for an Acquisition and for determining the amount of any Earnout Obligations to be included in the definition of Consolidated Total Debt, the amount of Earnout Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

Earnout Obligations means the obligation of the Company to issue the Earnout Shares, as such term is defined in the Investment Agreement.

Earnout Obligations means, in connection with the earn-out obligations under the Alaris Note, any 2019 Acquisition or any Permitted Acquisition, the contingent obligation of Holdings, the Borrower or any Subsidiary to make payments after the closing date thereof that is structured as an earnout or similar contingent payment or arrangement in a customary manner.