Earnout Payments definition

Earnout Payments has the meaning set forth in Section 2.2(a).

Earnout Payments means payments made by the Lead Borrower and/or any of its Restricted Subsidiaries under a contractual arrangement entered into with a seller in connection with the Acquisition or a Permitted Acquisition as part of the consideration given to such seller for such Acquisition or Permitted Acquisition where the amounts of such payments are based upon, and are dependent upon, the business acquired pursuant to such Acquisition or Permitted Acquisition achieving meaningful revenue, earnings or other performance target levels agreed upon in good faith by the Lead Borrower and such seller.

Earnout Payments means, in connection with an acquisition of the business by a Consolidated Company, any payments agreed to be made to the sellers in said acquisition as a part of the purchase price, and which payments are based upon certain performance or other standards relating to the business which has been acquired.

Examples of Earnout Payments in a sentence

• No other Earnout Payments shall be reduced with respect to indemnification claims by the Indemnified Party.

• Nothing contained in this Agreement shall amend or terminate any obligations of ThermoView to make any and all other Earn-out Payments, if earned, under the terms of the Stock Agreement.

• However, at no time shall the aggregate Earnout Payments exceed the Maximum Earnout Payment.

• The Buyer’s obligation to pay each of the Earnout Payments to the Sellers in accordance with Section 2.5(a) is an independent obligation of the Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earnout Payment and the obligation to pay an Earnout Payment to the Sellers shall not obligate the Buyer to pay any preceding or subsequent Earnout Payment.

• The Buyer shall have the option of recouping all or any part of any Adverse Consequences it may suffer (in lieu of seeking any indemnification to which it is entitled under this Section 6) by notifying the Stockholder that the Buyer is reducing the Installment Payments or Earnout Payments by the amount of such Adverse Consequences.

More Definitions of Earnout Payments

Earnout Payments shall have the respective meanings set forth in Section 2.1 hereof.

Earnout Payments has the meaning set forth in Section 2.18.

Earnout Payments means payment obligations of the Borrower or any Restricted Subsidiary owed in connection with an Acquisition permitted hereunder which are required to be made over a period of time and that are contingent upon the Borrower or any Restricted Subsidiary meeting financial performance objectives or similar payments.

Earnout Payments means any payments which any Credit Party is or shall be legally obligated to make to Cecix Xxxxxx xxxsuant to the terms of Section 2(c)(iv) of that certain Employment Agreement dated as of May 18, 1999 by and among Star Bedding Products Limited, Cecix Xxxxxx xxx Sleepmaster L.L.C.

Earnout Payments is defined in Section 2.9(a).

Earnout Payments means any amounts payable to Company Equityholders pursuant to Annex 1 hereto.

Earnout Payments shall have the meaning assigned to such term in Section 6.08(c).