Earnout Revenue means, for an Applicable Period, the sum of, without duplication,
(A) 100% of the revenue for such Applicable Period in respect of RA Services or Adjacent Services to Non-Overlapping Company Clients,
(B) 100% of the revenue for such Applicable Period in respect of RA Services to Overlapping Company Clients to the extent that such services are (1) provided to the business unit, branch or division of such client serviced by the Companies prior to the Closing Date, and (2) within the scope of services provided to such client by the Companies prior to the Closing Date (in each case, as described on Schedule 2.4(a)(x));
(D) 100% of the revenue for such Applicable Period in respect of Adjacent Services to Overlapping Company Clients in the event that the engagement for such services is secured primarily as a result of the introduction and sales efforts of the Transferred Employees;
(E) 100% of the revenue for such Applicable Period in respect of RA Services or Adjacent Services to Non-Overlapping Company Prospects; and
(F) the applicable Sharing Percentage of the revenue for such Applicable Period in respect of RA Services or Adjacent Services to Overlapping Company Prospects. Notwithstanding the foregoing, if (1) the applicable rate charged by the Purchaser Parent or its subsidiaries on the Closing Date to an Overlapping Company Client for a service is less than the applicable rate charged by the Companies on the Closing Date to such Overlapping Company Client for the same service and (2) the Purchaser Parent or its subsidiaries agrees to provide such service following the Closing Date to the business unit, branch or division of such Overlapping Company Client serviced by the Companies prior to the Closing Date at the lower rate charged by the Purchaser Parent or its subsidiaries on the Closing Date, then “Earnout Revenue” under clause (B) above with respect to such Overlapping Company Client shall be adjusted to reflect the amount that would have been determined thereunder if the applicable rate charged by the Companies on the Closing Date for such service had not been reduced.
Earnout Revenue means the revenue of Elite earned during the Earnout Period from the provision of medical services at the Centers, including any medical records or other operating income generated during the Earnout Period, as demonstrated by the working papers supporting the Measurement Financial Statements, all as calculated in accordance with the past practices of the Parent as reported in accordance with laws applicable to the Parent.
Earnout Revenue has the meaning set forth in Section 3.6(a).
Examples of Earnout Revenue in a sentence
Within 30 days following the end of each month comprising part of the Earn-out Period, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue to date (the “Earn-out Statements”).
As noted above, Relator raises four objections to the R&R: (1) the use of materials obtained in discovery does not warrant dismissal of the SAC; (2) the SAC adequately alleges a “presentment” claim; (3) the SAC adequately alleges a “make-or-use” claim; and (4) if the Court were to dismiss the SAC, the Court should grant leave to amend.
Except as provided in the preceding sentence, the fees and disbursements of each party’s independent accountants, attorneys and advisors incurred in connection with their respective preparation or review of any estimate of the Earnout Revenue Threshold Reduction or any objection statement of Sapphire shall be borne by Buyer and presentations to the Independent Firm shall be paid by such party.
The maintenance and operational costs of the street and signals will be paid from gas tax funds.
Gemma, Secretary.Based on the Fund’s records and upon information provided to the Fund by its Trustees and officers, and associates (as such term is used in Rule 12b-2 under the Exchange Act) neither the Fund nor, to the best of the Fund’s knowledge, any of the Trustees or officers of the Fund, nor any associates (as such term is used in Rule 12b-2 under the Exchange Act) of the Fund, has effected any transactions in the Shares during the sixty day period prior to the date hereof.
More Definitions of Earnout Revenue
Earnout Revenue is the gross revenue derived from the Earnout Business during the Earnout Period, as determined in accordance with GAAP as consistently applied in connection with the operation of the Earnout Business in the twelve month (12) period prior to the Closing.
Earnout Revenue means the revenues of Parent and its subsidiaries derived from its Search and Acquisition Services Business for the fiscal year ending March 31, 2005, prepared on a "net" basis in accordance with GAAP as traditionally applied by Parent's auditors (Parent's auditor's decision of whether an item of revenue should be recognized on a "net" or "gross" basis to be determinative for this purpose), less any sales or bad debt reserves with respect to such revenue; provided, however, that such revenues shall exclude (i) all such revenues with respect to which there exists accounts receivable aged at over 90 days as of March 31, 2005, unless otherwise collected prior to the issuance of the written report prepared pursuant to Section 2.7, (ii) all revenues of the Company attributable to any period prior to the Closing Date (including any such revenues that may be restated and recognized by Parent in periods after the Closing Date) and (iii) any new sources of Search or Acquisition Services Business revenues attributable to any acquisitions, mergers, joint ventures, business combinations or other transactions outside of the ordinary course of business entered into by Parent or any of its subsidiaries following the Closing Date.
Earnout Revenue means, for an Applicable Period, the sum of, without duplication,
(A) 100% of the revenue for such Applicable Period in respect of RA Services or Adjacent Services to Non-Overlapping Company Clients,
(B) 100% of the revenue for such Applicable Period in respect of RA Services to Overlapping Company Clients to the extent that such services are (1) provided to the business unit, branch or division of such client serviced by the Companies prior to the Closing Date, and (2) within the scope of services provided to such client by the Companies prior to the Closing Date (in each case, as described on Schedule 2.4(a)(x));
Earnout Revenue means, for an applicable period, an amount equal to (A) the interest income of the Company during such period, less (B) the Adjusted Provision for Loss Expense for such period, plus (C) the Non-Interest Income of the Company during period, less (D) Adjusted G&A Expense, all determined in accordance with the policies, practices and methodologies applied in the preparation of the historical financial information set forth on Exhibit A attached hereto.
Earnout Revenue means the amount equal to the greater of (a) the aggregate End User Revenue booked, during the period from January 1, 1999 to and including the Earnout Date, by any Person making sales to which End User Revenue is attributable, and (b) Company Revenue booked, during the same period, by the Company; provided, however, that the Earnout Revenue for the period from April 1, 2000 to and including the Earnout Date shall be adjusted for the effect of any abnormal activities by the Company, the Members or their respective Affiliates that reasonably appear to be intended to manipulate the timing of revenue.
Earnout Revenue means all revenue recognized by the Buyer or any of its Affiliates in respect of the Company Products during the Earnout Period, determined in accordance with the methodology set forth on Exhibit C; provided that, for any revenue recognized by Buyer or any of its Affiliates with respect to any Company Product bundled or sold in connection with any products or services of Buyer that are not Company Products, the revenue recognized shall be deemed equal to the prevailing rates for such Company Product assuming it was sold on a standalone basis.