Additional Cash Consideration Certificate Clause Samples

Additional Cash Consideration Certificate. Within forty-five (45) days following the last day of the Additional Consideration Period, the Buyer shall prepare and deliver to the Seller a certificate (the “Additional Cash Consideration Certificate”) setting forth the Buyer’s calculation of the Service Revenue and the amount of the resulting Additional Cash Consideration. Following the Buyer’s delivery of the Additional Cash Consideration Certificate, the Buyer will, and will cause its Affiliates (including Asana PC) to, (i) provide the Seller and its representatives with reasonable and timely access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and supporting data of the Buyer and its Affiliates as they relate to the Buyer’s preparation of such Additional Cash Consideration Certificate, and (ii) if reasonably requested, cooperate with the Seller and provide the Seller and its representatives with the working papers of its independent accountants as they relate to the preparation of such Additional Cash Consideration Certificate; provided, however, that Seller and its representatives will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Buyer and the Company Group or their respective representatives. Unless Seller delivers to Buyer in writing, within thirty (30) days after ▇▇▇▇▇’s delivery of the Additional Cash Consideration Certificate (the “Earnout Objection Period”), a statement objecting to the computations thereon (a “Notice of Earnout Objection”), the Additional Cash Consideration Certificate and such computations shall become final and binding on the Parties for the purposes of this Section 1.9. Any Notice of Earnout Objection shall specify in reasonable detail the basis for the objections set forth therein. If Seller provides a Notice of Earnout Objection to Buyer within the Earnout Objection Period, Seller and Buyer shall, during the thirty (30) day period following Buyer’s receipt of the Notice of Earnout Objection (the “Earnout Resolution Period”), attempt in good faith to resolve Seller’s objections contained in the Notice of Earnout Objection. If all such objections are not resolved within the Earnout Resolution Period, the matters remaining in dispute shall be submitted to the Accounting Expert, acting as an expert and not an