definiens: means, with respect to each individual Fiscal Year during theEarn - Out Period, an amount equal to the product of ( A ) 50 %, multiplied by ( B ) the amount by whichthe Net Profits for such Fiscal Year exceed such Fiscal Year ’s Earn - Out Threshold ; provided, however, that notwithstanding the foregoing, ( x ) the maximum aggregate amount of all Earn - OutPayments for all Fiscal Years during the Earn - Out Period to be paid by Purchaser to Seller shall notexceed $ 25,000,000, and ( y ) all Earn - Out Payments shall be subject to Section 2.05(c)(iv ) . For theavoidance of doubt, in no event shall an Earn - Out Payment for an individual, preceding Fiscal Yearbe due and payable to Seller if the Net Profits for any such Fiscal Year do not exceed thecorresponding Earn - Out Threshold for such Fiscal Year