Initial Earnout Payment definition
Examples of Initial Earnout Payment in a sentence
For avoidance of doubt, the parties acknowledge and agree that only the Initial Earnout Payment shall be subject to Buyer’s right of offset as aforesaid and nothing in the immediately preceding sentence shall affect the timing of, or Seller’s right to receive, any Earnout Payment other than the Initial Earnout Payment.
In connection with each Earnout Payment (other than the Initial Earnout Payment), Parent’s independent auditors shall determine and calculate the EBITDA for the Business for the First Supplemental Earnout Period or the Second Supplemental Earnout Period, as applicable, as well as the resulting First Supplemental Earnout Payment or Second Supplemental Earnout Payment, as applicable.
The amount of any Earnout Payment not paid when originally due pursuant to the Sections 4.1.2 and 4.1.3 of the Purchase Agreement will increase by an amount equal to 10% per annum from such original due date until paid or converted into UniTek Common Stock (i.e. if the Initial Earnout Payment is not paid on December 31, 2012 then the Earnout Payment due on December 31, 2012 will begin to increase by an amount equal to 10% per annum from December 31, 2012 until paid or converted into UniTek Common Stock).
Notwithstanding anything herein to the contrary, as relates to the first $750,000 in accrued Earnout Payments (“Initial Earnout Payment”), such Initial Earnout Payment shall be held-back by Buyer and shall not be paid until twelve months after the Closing Date (“Initial Earnout Due Date”); provided, however, that Buyer shall have the right to offset against such Initial Earnout Payment any Damages owed by Seller to the Buyer as and to the extent set forth in Article XI.
Pursuant to Section 2.07, the Buyer shall holdback the Initial Earnout Payment to pay Damages and Buyer’s sole and exclusive remedy with respect to claims for indemnification under Sections 11.02(a)(i) and 11.02(a)(ii) shall be the holdback of the Initial Earnout Payment.
Any payment of such costs made by Buyer shall result in a reduction (if such costs must be borne by Stockholders) of the Initial Earn-out Payment, Performance Earn-out Payment or Termination Payment, as may be applicable, by the amount of such costs paid by Buyer.
Except for the covenants contained in Sections 5.9, 5.10, 5.11 and 5.12 (the "Sellers Post-Closing Covenants") and actions grounded in fraud or willful misconduct, the parties hereto acknowledge and agree that in the event the Closing occurs, the indemnification provisions in this Article VII shall be the exclusive remedy of Buyer with respect to the transactions contemplated by this Agreement and that the Holdback Shares and Initial Earnout Payment will be the sole recourse of the Buyer.
Following such final resolution of the Earn-out Calculation Dispute (or if applicable, the Initial Earn-out Payment Dispute, Performance Earn-out Payment Dispute or a dispute with respect to a Termination Payment Amount), Buyer shall make payment of the Initial Earn-out Payment, Performance Earn-out Payment (or, if applicable, a Termination Payment Amount), as appropriately adjusted for costs, within thirty (30) days of the final resolution of such dispute.
During such period, at the request of the Sellers' Representative (which request shall have been made promptly after receipt of the Initial Earnout Payment and in no event later than 30 days after receipt of the Initial Earnout Payment), Purchaser shall cause the Company to provide such representative back-up financial information and working papers and the like necessary for such verification.
By way of example, if the EBITDA of the Company on a stand-alone basis for the Initial Earn-out Period is Six Million Dollars ($6,000,000), then the amount of the Initial Earn-out Payment due shall be One Million One Hundred Sixty Six Thousand Six Hundred Sixty Six Dollars ($1,166,666) or approximately 58.3% of Two Million Dollars ($2,000,000).