Earnout Subordination Agreement definition

Earnout Subordination Agreement means that certain Earnout Subordination Agreement, dated as of even date herewith, among Loan Parties, Seller, Equityholders and Bank.
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Earnout Subordination Agreement means that certain Subordination Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise defined from time to time in accordance with the terms hereof) among the Administrative Agent, the Earnout Sellers and the Earnout Seller’s Agent. EBITDA means, for any period, with respect to the Borrowers and their consolidated Subsidiaries on a consolidated basis, Consolidated Net Income for such period plus (minus), to the extent deducted (added) in determining such Consolidated Net Income, (i) Interest Expense, (ii) income tax expense, (iii) depreciation, (iv) amortization, (v) other non-cash charges (gains), (vi) to the extent not prohibited by the terms hereof, payments made with respect to the Earnout Consideration, (vii) if expensed, reasonable costs, expenses and fees incurred in connection with the negotiation, execution and delivery of the Loan Documents and the financings contemplated thereby, (viii) if expensed, the reasonable fees and expenses paid to any Independent Director and incremental auditor’s fees and expenses relating to the preparation of separate audited financial statements of the Borrowers (distinct from those of the Company) as required pursuant to Section 10.1.1(a) and (ix) non-cash transaction losses (gains) due solely to fluctuations in currency values, in each case, during such period. For purposes of calculating the financial covenants set forth in Sections 11.13.1, 11.13.2 and 11.13.3 and the Applicable Margin, EBITDA for Fiscal Quarters ended on June 30, 2005, September 30, 2005 and December 31, 2005 shall be deemed to be $8,792,000, $9,316,000 and $9,165,000, respectively.
Sample 1
Earnout Subordination Agreement means that certain Subordination Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise defined from time to time in accordance with the terms hereof) among the Administrative Agent, the Earnout Sellers and the Earnout Seller’s Agent. EBITDA means, for any period, with respect to the Company and its consolidated Subsidiaries on a consolidated basis, Consolidated Net Income for such period plus (minus), to the extent deducted (added) in determining such Consolidated Net Income, (i) Interest Expense, (ii) income tax expense, (iii) depreciation, (iv) amortization, (v) other non-cash charges (gains), (vi) to the extent not prohibited by the terms hereof, payments made with respect to the Earnout Consideration and/or the Sassy Earnout Consideration, (vii) if expensed, reasonable costs, expenses and fees incurred in connection with the negotiation, execution and delivery of the Loan Documents, the Canadian Loan Documents, and the financings contemplated thereby, and (ix) non-cash transaction losses (gains) due solely to fluctuations in currency values, in each case, during such period. For purposes of calculating the financial covenants set forth in Sections 11.13.1 and 11.13.2, EBITDA for Fiscal Quarters ended on September 30, 2004, December 31, 2004 and March 31, 2005 shall be deemed to be $15,253,000, $10,774,000 and $2,926,000, respectively. EDA means the New Jersey Economic Development Authority, a public body corporate and politic constituting an instrumentality of the State of New Jersey. EDA Bondholders means, collectively, the holders of XXX Xxxxx. XXX Xxxxx means, collectively, the Variable/Fixed Rate Economic Development Bonds (Xxxxxxx Xxxxxx – 1983 Project) issued pursuant to the XXX Xxxx Indenture.
Sample 1

Examples of Earnout Subordination Agreement in a sentence

  • Hopefully, these will also be applicable to other telecentres in Malawi and other developing countries.

  • The Administrative Agent agrees to use commercially reasonable efforts give the Loan Party Representative prompt notice of any amendment or modification to the Earnout Subordination Agreement; provided that any failure to do so will not result in any liability of the Administrative Agent or any Lender to any Loan Party, or relieve any Loan Party of any of its obligations hereunder to any such Person.

  • Should the delivered goods contain substances listed on the so-called “Candidate List of Substances of Very High Concern" ("SVHC list') accord- ing to REACH, the Supplier shall communicate this immedi- ately.

  • On the Closing Date, all parties to whom any deferred purchase price or “earn-out” obligations are owed by Holdings or any of its Subsidiaries have executed and delivered to the Administrative Agent an Earnout Subordination Agreement, other than Kevin Ellis.

  • Promptly following receipt, copies of any notices of default, termination or acceleration or any other material notices received from any holder or trustee of, under or with respect to any Subordinated Debt, the Kids Line Purchase Agreement, the Earnout Subordination Agreement, the Earnout Security Documents, the other Restricted Debt Agreements, the Related Agreements or any other material agreement.

  • The Borrowers each acknowledge that the Administrative Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Earnout Subordination Agreement and this Section 9.24.

  • Pay or otherwise redeem, exchange, purchase, retire or defease, or contribute to any sinking fund or similar arrangement in respect of, the Centrex Earnout; provided, that, the Loan Parties may pay regularly scheduled, non-accelerated payments in respect of the Centrex Earnout as and when, and on the dates, due and payable in accordance with the Centrex Purchase Agreement (as in effect on the date hereof) and subject to the terms and conditions of the Centrex Earnout Subordination Agreement.

  • No Borrower Party shall, or shall permit any of its Subsidiaries to, enter into any amendment of or supplement to, or agree to or accept any waiver, which would adversely affect the rights of such Borrower Party or Subsidiary, or the Lender Group, or any of them, of (a) its articles or certificate of incorporation or formation, by-laws or other governing documents, (b) the Indenture or any of the other Senior Notes Documents, (c) the Earnout Subordination Agreement or (d) the Acquisition Documents.

  • On the Restatement Date, all parties to whom any deferred purchase price or “earn-out” obligations are owed by Holdings or any of its Subsidiaries have executed and delivered to the Administrative Agent an Earnout Subordination Agreement, other than Kxxxx Xxxxx.

  • The Borrowers each acknowledges that the Administrative Agent, each Lender and the Issuing Bank are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Earnout Subordination Agreement and this Section 9.24.


More Definitions of Earnout Subordination Agreement

Earnout Subordination Agreement means that certain Earnout Subordination Agreement of even date hereof among the Parent, the Sellers, the Indenture Trustee and the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with Section 8.13.
Sample 1
Earnout Subordination Agreement means that certain Subordination Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise defined from time to time in accordance with the terms hereof) among LaSalle Bank National Association, in its capacity as administrative agent, the Earnout Sellers and the Earnout Seller’s Agent. EBITDA means, for any period, with respect to the Borrowers and their consolidated Subsidiaries on a consolidated basis, Consolidated Net Income for such period plus (minus), to the extent deducted (added) in determining such Consolidated Net Income, (i) Interest Expense, (ii) income tax expense, (iii) depreciation, (iv) amortization, (v) other non-cash charges (gains), (vi) if expensed, reasonable costs, expenses and fees incurred in connection with the negotiation, execution and delivery of the Loan Documents, the Canadian Loan Documents, and the financings contemplated thereby and by the Spin-Off and (vii) non-cash transaction losses (gains) due solely to fluctuations in currency values, in each case, during such period.
Sample 1

Related to Earnout Subordination Agreement

  • Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit B pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Subordination Agreement means any subordination agreement in form and substance satisfactory to Administrative Agent entered into from time to time with respect to Subordinated Debt.

  • Payment Agreement means a written agreement which provides

  • Senior Subordinated Note Indenture means the Indenture dated as of May 12, 2009, between the Company and U.S. Bank National Association, as trustee, in respect of the 2020 Senior Subordinated Notes and the 2023 Senior Subordinated Notes, as supplemented and amended from time to time.

  • Repayment Agreement means an agreement

  • Termination Agreement has the meaning set forth in the Recitals.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Intercreditor Agreement Joinder means an agreement substantially in the form of Exhibit A.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Forbearance Agreement means the forbearance agreement entered into by Granite Co. prior to the implementation of the 2011 Arrangement.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.