definiens: means, with respect toany amount that a Purchaser Indemnified Party is entitled to receive under Section 7.1, ( A ) the Earn Out Payment that is dueand payable ( but that has not yet been paid ) at the time that such Purchaser Indemnified Party first becomes entitled to receivesuch amount, or ( B ) if no such Earn Out Payment is then due and payable, the Earn Out Payment, if any, that is reasonablyexpected to become due and payable within 120 days, or ( C ) if no such Earn Out Payment is reasonably expected to becomedue and payable within 120 days and if the Representative provides a written election to Purchaser within such 120 - dayperiod, the Earn Out Payment, if any, that becomes due and payable with respect to the Annual Earnout Period in which suchPurchaser Indemnified Party first becomes entitled to 68 receive such amount