Maximum Earnout Amount has the meaning set forth in Section 2.7(g)(vii).
Maximum Earnout Amount means One Hundred Fifty Million Dollars ($150,000,000).
Maximum Earnout Amount means $14,600,000.
Examples of Maximum Earnout Amount in a sentence
Private market insurers are allowed to “pass-through” FHCF reinsurance premiums, assessments, and surcharges to their policyholders.
The Reporting Persons dispute the Company’s calculation of Malka’s 2022 EBITDA and believe they are entitled to the Maximum Earnout Amount.
Subject to S ection 2.11, Parent shall issue to Houghteling, if earned, Parent Common Stock with an aggregate value of up to the Maximum Earnout Amount in accordance with the terms and conditions of this S ection 2.10.
The Company respectfully acknowledges the Staff’s comment and has revised its disclosures on pages 165 – 166 regarding the initial payment amount and Maximum Earnout Amount calculations.
If there is a Taking or an Event of Loss during the Earnout Period, Buyer shall be entitled to receive eighty percent (80%) of any condemnation award received by the Company or Seller for such Taking and one hundred percent (100%) of any insurance proceeds attributed to such Event of Loss that are not used by the Company to restore, repair or replace any damaged property or assets, and any such amount(s) received by Buyer shall be deemed an Earnout Payment credited against the Maximum Earnout Amount.
More Definitions of Maximum Earnout Amount
Maximum Earnout Amount has the meaning set forth in Section 1.11(c).
Maximum Earnout Amount for each applicable Level shall be calculated by multiplying the Incremental Adjusted EBITDA applicable to such Level (column (3) in the chart above) by the Applicable Earnout Multiple applicable to such Level (column (4) in the chart above). For example, if the Total Revenue for the Earnout Period is $280,000,000 and the Incremental Adjusted EBITDA is $5,000,000, then the Applicable Earnout Amount shall be $30,300,000, representing the sum of $24,000,000 (the Maximum Earnout Amount for Xxxxx 0, calculated as $4,000,000 multiplied by 6.0) plus $6,300,000 (the Maximum Earnout Amount for Xxxxx 0, calculated as $1,000,000 multiplied by 6.3). For further example, if the Total Revenue for the Earnout Period is $275,000,000 and the Incremental Adjusted EBITDA is $5,000,000, then the Applicable Earnout Amount shall be $24,000,000 (the Maximum Earnout Amount for Xxxxx 0, calculated as $4,000,000 multiplied by 6.0).
Maximum Earnout Amount has the meaning set forth in Section 2.8. “Membership Interest Sale” has the meaning set forth in Section 2.1(a). “Nonparty Affiliates” has the meaning set forth in Section 9.16. “Order” has the meaning set forth in Section 3.5. “Pending Claim” has the meaning set forth in Section 8.9. “Permits” has the meaning set forth in Section 3.14. “Permitted Liens” means (i) statutory Liens or other Liens arising by operation of law securing payments not yet due or which are being contested in good faith, including Liens of warehouseman, mechanics, suppliers, materialmen and repairmen, (ii) Liens for Taxes not yet due and payable or for current Taxes that may thereafter be paid without penalty or which are being contested in good faith and by appropriate proceedings, (iii) Liens affecting the Real Property set forth in Section 3.8 of the Disclosure Schedule, including: (a) easements, rights of way, servitudes, permits, licenses, surface leases, ground leases to utilities, municipal agreements, railway siding agreements and other rights, (b) conditions, covenants or other similar restrictions, (c) easements for streets, alleys, highways, telephone lines, gas pipelines, power lines, railways and other easements and rights of way of public record on, over or in respect of any such real property, (d) encroachments and other matters that would be shown in an accurate survey or physical inspection of such real property, (e) Liens in favor of the lessors under Real Property leases or encumbering the interests of the lessors in such Real Property, (f) all matters showing on title commitments made available or delivered to Purchaser on or prior to the date hereof, and (g) any other such Liens, including irregularities of title or connected with or in lieu of environmental remediation affecting such Real Property, as would not reasonably be expected to have a Material Adverse Effect, (iv) Liens created by licenses granted in the ordinary course of business in any Information Technology, (v) Liens reflected or reserved against or otherwise disclosed in the Financial Reports or notes thereto or securing liabilities reflected in the Financial Reports or notes thereto, (vi) Liens listed in Section 1.1 of the Disclosure Schedule, and (vii) any other Liens not described in clauses (i) through (vi) above created by this Agreement or connected with the transactions contemplated hereby or by the actions of Purchaser or any respective Affiliates (including Liens granted to any financin...
Maximum Earnout Amount has the meaning set forth in Section 6.2. “Memorandum(s) of Real Property Interest Assignment and Assumption Agreement(s)” has the meaning set forth in Section 11.2.2.5.
Maximum Earnout Amount means $15,000,000. The Maximum Earnout Amount shall be adjusted pursuant to Section 2.2 (b)(iv).
Maximum Earnout Amount means $15,000,000. The Maximum Earnout Amount shall be adjusted pursuant to Section 2.2(b)(iv).
Maximum Earnout Amount means $3,500,000 less the Documentation Adjustment Amount (as defined below), (B) "Minimum Earnout Amount" means $2,000,000 less the Documentation Adjustment Amount and (C) "Documentation Adjustment Amount" means the lesser of (I) $500,000 and (II) the reasonable documented cost incurred by Buyer (including, without limitation, out-of-pocket expenses and allocated time of Buyer's employees at their respective burdened cost) to develop, prepare and complete internal documentation and test and acceptance plans for the versions of the Software in existence as of the date hereof (including, without limitation, VisualImpact Release 4.0) in accordance with TEAM Method and Carnegie Mellon University's System Engineering Institute's published standards; provided, however, that Buyer shall provide to BSI a written summary, in reasonable detail, of all such incurred costs, and BSI shall be entitled to review such reported costs with Buyer.