Earnout Payment has the meaning set forth in Section 2.3(b).
Earnout Payments has the meaning set forth in Section 2.2(a).
Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Earnout Amount has the meaning provided in Section 2.9(b).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Interim Payment has the meaning specified in Section 10.1.
Delta Payment means as it is described in this Agreement.
Earnout has the meaning set forth in Section 2.9(a).
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Earnout Consideration has the meaning specified in Section 2.05(a).
Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.
Payment Cap For each Mortgage Loan, the percentage limit set forth in the related Mortgage Note concerning the maximum permitted increase in a monthly payment.
Closing Payment Amount has the meaning specified in Section 1.5.
AHYDO Catch-Up Payment means any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, in each case to avoid the application of Section 163(e)(5) of the Code thereto.
Upfront Payment has the meaning set forth in Section 4.1.
Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:
PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a
Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.
Cash Payment has the meaning set forth in Section 2.02(a).
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 Period has the meaning specified in Section 2.03(a).
Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:
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.
Payment Amount as defined in Section 3.5.
Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”