. The Buyer’s obligation to pay the Earn Out Payment as and when due is not subject to any payment restriction imposed by any lenders (senior or otherwise) of the Buyer and/or the Company or by any other person.

Earn-Out. At any time, directly or indirectly, make any payment on account of any earn-out payable in respect of the Acquisition unless both before and after giving effect thereto, # Borrowers have Liquidity and Average Liquidity of not less than $10,000,000 and # no Default or Event of Default has occurred and is continuing or would occur; provided, further, that the Loan Parties shall not use the proceeds of any Revolving Advances to make such payments. For purposes of this agreement, “Average Liquidity” shall mean, as of any date of determination, the sum of Borrowers’ Liquidity for each of the previous thirty (30) days, divided by thirty (30).

Earn-Out Payments. The Earn-Out Payments, if any is owing pursuant to the terms of this Agreement, shall be paid by Buyer in accordance with the following schedule:

Earn-out Payments. Notwithstanding the provisions of [Section 1.03(b)] of the Share Purchase Agreement and [Section 1.03(c)] of the Share Purchase Agreement, the parties hereto agree as follows:

Earn-out. As additional consideration for the Shares, the Sellers shall be entitled to the Earn-Out Payments (as defined in the Earn-Out Agreement), when and if due and payable by the Buyer to the Sellers pursuant to the Earn-Out Agreement.

Earn-Out Consideration. If and only if the Adjusted EBITDA equals or exceeds the Adjusted EBITDA Threshold, and, subject to the terms and conditions of this Section 2.4, as additional consideration for the Purchased Shares, Buyer shall pay to each Seller such Seller’s Pre-Closing Ownership Percentage of an aggregate amount (the “Earn-Out Consideration”), equal to the sum of $0.50 for each dollar of Adjusted EBITDA, plus one dollar for each dollar by which the Adjusted EBITDA exceeds the Adjusted EBITDA Threshold; provided, however, that if the Adjusted EBITDA is less than the Adjusted EBITDA Threshold, then the Earn-Out Consideration shall be zero dollars.

Earn Out Payments. Subject to and in accordance with the terms and conditions set forth in this Section 1.7, the Equityholders shall be eligible to receive up to $8,000,000 (the “Maximum Earn Out”) payable at a rate of ​ of Earn Out Revenue recognized by the Company in the calendar year 2021 in excess of the amount set forth on [Schedule 1.7(a)] of the Disclosure Schedules (the “Earn Out Payment”).

Earn-Out Consideration. If and only if the Adjusted EBITDA equals or exceeds the Adjusted EBITDA Threshold, and, subject to the terms and conditions of this [Section 2.7], as additional consideration for the Purchased Assets, Buyer shall pay to each Seller Entity its Seller’s Pro Rata Share of an aggregate amount (the “Earn-Out Consideration”), equal to the sum of one dollar for each dollar of Adjusted EBITDA, plus four dollars for each dollar by which the Adjusted EBITDA exceeds the Adjusted EBITDA Threshold; provided, however, that if the Adjusted EBITDA is less than the Adjusted EBITDA Threshold, then the Earn-Out Consideration shall be zero dollars.

13 Article II. REPRESENTATIONS AND WARRANTIES regarding the SELLERS

Earn-Out Payments. With respect to that portion of each Earn-Out Payment payable to the Company Stockholders in respect of the Company Common Stock, no more than thirty (30) days after the applicable Earn-Out Payment Date, Parent will deposit, or cause to be deposited, such Earnout Payment with the Exchange Agent by wire transfer of immediately available funds for the benefit of and distribution to such Company Stockholders within three (3) Business Days thereafter in accordance with the Spreadsheet.