Earnout Reserve definition

Earnout Reserve means a reserve initially established by the Administrative Agent on January 1, 2011 equal to $7,860,000, which reserve shall be increased on the first day of each calendar month from February 1, 2011 through June 1, 2011 by an additional $7,860,000 for each calendar month and on July 1, 2011 by an additional $7,840,000, up to a maximum reserve of $55,000,000; provided that such reserve may be reduced with the consent of the Administrative Agent, in its sole discretion, only to reflect any adjustment in the Earnout that the Administrative Agent determines is appropriate for the purposes of this Agreement; provided further that upon the payment in full of the Earnout pursuant to the APA, the “Earnout Reserve” shall be permanently reduced to $0.
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Earnout Reserve the reserve in respect of payments that may become due under the Earnout Agreement, which reserve may be established and maintained from time to time by the Agent in a maximum amount not to exceed the sum of all past due payments under the Earnout Agreement, if any, plus (without duplication), the following: (a) during any period from July 3 of each Loan Year through September 30 of such Loan Year, 25% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year; (b) during any period from October 1 of each Loan Year through December 31 of such Loan Year, 50% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year; (c) during any period from January 1 of each Loan Year through April 30 of such Loan Year, 75% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year; and (d) during any period from May 1 of each Loan Year through July 2 of such Loan Year, 100% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year. Upon receipt by Agent of evidence (in form and substance reasonably satisfactory to Agent) that a required payment under the Earnout Agreement has been made, such reserve will be reduced in the amount of such payment, but in no event to an amount less than zero.”
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Examples of Earnout Reserve in a sentence

  • VI-1 Schedule VII Specified Earnout Reserve Loans..........................................Sch.

  • Amounts deposited into the Earnout Reserve Account shall be referred to herein as the “Earnout Funds”.

  • Lender shall have no obligation to disburse any portion of the Earnout Reserve Deposit at any time during which an Event of Default exists or if any event or condition has occurred and is continuing that would be an Event of Default if notice had been given or applicable grace/cure periods had expired (or both).

  • In addition, during the Earnout Period, no more frequently than quarterly, Borrower may request partial disbursements of the Earnout Reserve Deposit upon delivery to Lender of evidence indicating in Lender’s discretion that the Earnout Criteria are satisfied, and that the cash flow from the Property is sufficient to support a Loan amount in excess of the Qualified Loan Amount.

  • VI-1 Schedule VII Specified Earnout Reserve Loans....................

  • Lender shall have no obligation to disburse any portion of the Earnout Reserve Deposit after the Earnout Period.

  • Earnout Reserve Amount ($ or N/A) Security Instrument Earnout dollar amount stated in the Security Instrument; or N/A, if no earnout is stated in the Security Instrument.

  • No ------------------------------------------------------------------------------------------------------------------------------------ Yes An upfront Earnout Reserve of $605,000 was collected at closing.

  • No disbursement of any portion of the Earnout Reserve Deposit made by Lender at the time when a default or Event of Default has occurred and is then continuing shall be deemed a waiver or cure by Lender of that default or Event of Default, nor shall Lender’s rights and remedies be prejudiced in any manner thereby.

  • VI-1 Schedule VII Specified Earnout Reserve Loans..................Sch.

Related to Earnout Reserve

  • Capital Expenditure Reserve means, on an annual basis, an amount equal to $0.15 per square foot for each property owned by a Borrower or the Parent (or a Subsidiary thereof).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Earnout has the meaning set forth in Section 2.9(a).

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Working Capital Escrow Amount means $1,000,000.

  • Cash Reserve means for any Financed Receivable which has been paid in full during a Monthly Period, the amount by which the amount(s) paid on such Financed Receivable exceeds the Advance made on such Financed Receivable.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Final Cash has the meaning set forth in Section 3.2(b).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Unfinanced Capital Expenditures means, for any period, Capital Expenditures made during such period which are not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Working Capital Target means $0.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Investment Capital Expenditures means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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