Earnout Payments definition

Earnout Payments has the meaning set forth in Section 2.06(a).

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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 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.

Examples of Earnout Payments in a sentence

• 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.

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

• If you terminate your employment by resignation during the Employment Period you shall forfeit the Earnout Payment for the Calculation Period in which the resignation occurred and you shall also forfeit the Earnout Payments for any and all Calculation Periods thereafter.

• If, however, any of the Earnout or the amount payable pursuant to Section 2.4(b) has been paid to Seller before the assertion of a claim under this Section 7, Seller Indemnitors shall be liable to pay to Buyer Indemnitees up to the amount of all Earnout Payments previously distributed by Seller and Subsidiary but shall in no event be liable for any amount in excess of such previously distributed Earnout payments and payments pursuant to Section 2.4(b).

More Definitions of Earnout Payments

Earnout Payments shall have the meaning set forth in Section 2.2(b)(ii)(A) hereof.

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.

Earnout Payments has the meaning set forth in Section 1.7(e)

Earnout Payments means any payments which any Credit Party is or shall be legally obligated to make to Ceci▇ ▇▇▇▇▇▇ ▇▇▇suant 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, Ceci▇ ▇▇▇▇▇▇ ▇▇▇ Sleepmaster L.L.C.

Earnout Payments means, with respect to any period, all earnout payments and other forms of consideration (other than working capital and other similar purchase price adjustments) payable in respect of any Acquisition which payments were contingent as of the date of such Acquisition (and did not constitute a Cost of Acquisition at such date) but which become due and payable without contingency during such period.

Earnout Payments means payments the Buyer is required to make to the Sellers and Phantom Plan Participants pursuant to Sections 2.7 and the Phantom Plan Payment Agreement.

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