Quarterly Earnout Period definition

Quarterly Earnout Period as defined in Section 2.4(c).
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Quarterly Earnout Period means the first fiscal quarter of the Purchaser beginning after the Closing Date and each of the next seven fiscal quarters of the Purchaser thereafter.
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Quarterly Earnout Period means any 2016 Quarterly Earnout Period or any 2017 Quarterly Earnout Period.
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Examples of Quarterly Earnout Period in a sentence

  • In addition, if the arbitrator determines that the amount of Revenue reported in the applicable Earnout Statement under dispute was underreported by Buyer by an amount in excess of 5% of the actual amount of Revenue during such Quarterly Earnout Period, then Seller shall be entitled to recover the fees and expenses of Seller's accountants retained in connection with the review of such Earnout Statement(s).

  • In addition, and subject to the overall limitation of $20,400,000 for all Earnout payments, Buyer shall pay to Seller the amount if any by which (i) one-half of the Earnout that would have been paid for the three month period beginning January 1, 2007, had such period been considered part of the Earnout Period; exceeds (ii) one-half of Earnout that would have been payable for the three month period beginning October 1, 2006 had such three month period been considered a Quarterly Earnout Period.

  • The Final Quarterly Earnout Period is the month of December 2006.

  • Buyer covenants and agrees that during each Quarterly Earnout Period Buyer will conduct the Business, including the allocation of financial, management, sales, marketing and engineering resources, in a manner consistent with the manner in which Buyer otherwise conducts the business of its Storage Infrastructure Division, and shall in no event take into consideration the Earnout in its decisions as to the operation of the Business.

  • Buyer shall keep and maintain accurate and complete books and records with respect to the basis for each Earnout Statement for a period of one year after the creation thereof, which records shall include such information as shall be reasonably necessary to verify the Revenue for the Quarterly Earnout Period..

  • With respect to any Quarterly Earn-out Period for which the Parent fails to submit an Earn-out Dispute Notice to the Buyer, the Selling Companies shall have the right, for up to one year following the delivery of the applicable EBITDA Statement, to engage an audit firm to perform an audit of all records relevant to such EBITDA Statement.

  • The EBITDA of the Business as of the relevant date determined by the Resolution Firm shall be final and binding for the purposes of determining the Earn-out Payment, if any, for the relevant Quarterly Earn-out Period.

  • The Purchaser will deliver to the Member a statement (each a “Net Revenue Statement”) setting forth the amount of Net Revenue of the Companies with respect to each Quarterly Earnout Period.

  • Each Net Revenue Statement will be (i) in a form reasonably acceptable to the Member and the Purchaser, (ii) certified by an authorized representative of the Purchaser, in such representative’s capacity as a representative of the Purchaser and not in his or her capacity as an individual, to have been calculated in accordance with the provisions of this Agreement, and (iii) delivered by the Purchaser within 30 days after the end of the subject Quarterly Earnout Period.

  • Net Revenue of the Companies will be calculated for each Quarterly Earnout Period in the manner provided on Schedule 3.4(a), and for purposes of determining the deductions referred to in this Section 3.4(b)(i)-(iv) above for each of the products and services, such deductions will be determined without duplication.

Related to Quarterly Earnout Period

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Quarterly Period means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31.

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Run-out Period means a period after the close of a Plan Year or other period during which Participants in a flexible spending arrangement (FSA) may request reimbursement for expenses incurred during the Period of Coverage.

  • Planning Period Quarter means any of the following three month periods in the Planning Period: June, July and August; September, October and November; December, January and February; or March, April and May.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Quarterly Valuation Date means the last Business Day of each February, May, August and November of each year commencing on the first such date next following the Date of Original Issue of a series of MTP , except with respect to delivery of Accountant’s Confirmation in which case “Quarterly Valuation Date” shall mean the last Business Day of such of the last Business Days of February, May, August and November in each year as is selected by S&P.

  • Minimum Quarterly Distribution means $0.35 per Unit per Quarter (or with respect to the period commencing on the Closing Date and ending on September 30, 2005, it means the product of $0.35 multiplied by a fraction of which the numerator is the number of days in such period and of which the denominator is 92), subject to adjustment in accordance with Section 6.6 and Section 6.9.

  • Quarterly (1/Quarter) sampling frequency means the sampling shall be done in the months of March, June, August, and December, unless specifically identified otherwise in the Effluent Limitations and Monitoring Requirements table.

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • Term Year means a 12-month period beginning on the first day of the Term and each successive 12-month period thereafter.

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • lump sum payment period means the period measured in weeks of salary, for which payment has been made to facilitate the transition to retirement or to other employment as a result of the implementation of various programs to reduce the size of the Public Service. The lump sum payment period does not include the period of severance pay, which is measured in a like manner.

  • EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Prior Month Receipt Period With respect to each Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Measurement Period shall have the meaning specified in Section 14.01(b)(i).

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Three-Year Period means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.