Seller Earn Out definition

Seller Earn Out means any obligation incurred by SOURCECORP or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by SOURCECORP for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired and (ii) provides that the maximum potential liability of SOURCECORP or any Subsidiary with respect thereto is limited.
Sample 1
Seller Earn Out means any obligation incurred by F.Y.I. or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by F.Y.I. for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired, excluding any noncompete payments in excess of 15% of the purchase price and excluding performance-based payments which are greater than 750% of the earnings or cash flow on which they are based and (ii) provides that the maximum potential liability of F.Y.I. or any Subsidiary with respect thereto is limited.
Sample 1
Seller Earn Out shall have the meaning set forth in Section 3.2.4(a).
Sample 1

Examples of Seller Earn Out in a sentence

  • Notwithstanding the foregoing, if at the end of the Earn Out Period, Buyer has paid Seller Earn Out Payments totaling less than $3,000,000, in the aggregate, then Buyer shall pay Seller a “true-up” payment equal to the difference between $3,000,000 and the aggregate of the Earn Out Payments previously paid to Seller.

  • The Seller Earn Out will be based on the following schedule: Quarterly Collections ($M) Quarterly Earn Out Under 3.0 $225,000 3.0 to 3.99 275,000 4.0 to 4.99 525,000 5.0 to 5.99 625,000 Over 6.0 775,000 A payment of two hundred seventy-five thousand dollars ($275,000) will be guaranteed for each of the first two quarters.

  • Therefore, the Sponsor Earn Out Shares and Seller Earn Out Shares are determined to be participating securities at issuance, and are included in the calculation of pro forma loss per share for the year ended December 31, 2021.

  • To the extent such guaranteed payments exceed the amount which would have been paid under the schedule above based on Buyer's actual collections during the first two quarters, Buyer will receive a credit against its remaining payments under the Seller Earn Out in order of maturity.

  • Pay in cash, or allow any other Covered Person to pay in cash, any amount on the Seller Earn Out prior to October 31, 2008 and thereafter only if there is no Default or Event of Default then existing and no Default or Event of Default will occur or is reasonably likely to occur from the making of any such payment.

  • The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of OACB’s redeemable shares: (1) Holders of the Seller Earn Out and Sponsor Earn Out Shares are entitled to the voting and dividend rights generally granted to holders of TopCo Ordinary Shares.

  • Neither Borrower nor any other Covered Person shall agree to any amendment or modification of any of the Current Acquisition Documents that (i) changes in any respect the Seller Earn Out including the calculation thereof, or (ii) would make the Current Acquisition Documents more burdensome on any Borrower or any other Covered Person.

  • The holders of the Sponsor Earn Out Shares and Seller Earn Out Shares are entitled to the same voting and dividend rights generally granted to holders of TopCo Ordinary Shares.


More Definitions of Seller Earn Out

Seller Earn Out means “Earnout Payment Agreement” as defined in the Bobcat Transaction Agreement.
Sample 1
Seller Earn Out means any obligation incurred by F.Y.I. or a Subsidiary in connection with a Permitted Acquisition which (i) is only payable by F.Y.I. for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired and (ii) provides that the maximum potential liability of F.Y.I. or any Subsidiary with respect thereto is limited.
Sample 1
Seller Earn Out means any obligation incurred by a Borrower in connection with an Acquisition so long as such obligation either (a) is approved in writing by the Agent and the Required Lenders as being Seller Earn Out or (b) meets the following requirements: (i) is only payable by the Borrower for performance by a seller, or a shareholder, officer or director of a seller, of obligations over the passage of time (e.g., non-compete payments) or in the event certain future performance goals are achieved with respect to the assets or business acquired, excluding any noncompete payments in excess of 15% of the purchase price and excluding performance-based payments which are greater than 750% of the earnings or cash flow on which they are based and (ii) provides that the maximum potential liability of the Borrower with respect thereto is limited.
Sample 1

Related to Seller Earn Out

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

  • Defined Contribution Dollar Limitation means, for any Limitation Year, $46,000, as adjusted for increases in the cost-of-living under Code section 415(d). If a short Limitation Year is created because of a Plan amendment changing the Limitation Year to a different 12-consecutive month period, the Defined Contribution Dollar Limitation for the short Limitation Year will not exceed the amount determined in the preceding sentence multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Seller Remittance Amount With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Benefit Amount shall have the meaning set forth in Section 20.12 hereof.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).