Calculation of Earn-Out Amount for a Fiscal Year Sample Clauses

Calculation of Earn-Out Amount for a Fiscal Year. No later than 20 business days following the issuance of the auditor’s opinion relating to the Parent’s Audited Financial Statements for a Fiscal Year during the Earn-Out Period by the Parent’s independent auditors (the “Audit Firm”), the Parent shall deliver to the Representatives (as defined in paragraph 4.1.1) a written statement (“Earn-Out Statement”) setting forth (x) the computation of the Earn-Out Amount for that Fiscal Year, and (y) a summary of all material financial information used in making such computation. In the event that the Representatives dispute the Parent’s determination of the Earn-Out Amount or the Parent’s calculation of the Earn-Out Amount for that particular Fiscal Year, the Representatives shall notify the Parent in writing by 5:00 PM United States Eastern Time on the fifteenth (15th) day following the receipt of the Earn-Out Statement of such dispute (such date, calculated without including the date of receipt of the Earn-Out Notice, the “Earn-Out Dispute Deadline” and such notice, the “Earn-Out Dispute Notice”), which Earn-Out Dispute Notice shall provide a reasonably detailed description of such dispute and the Representatives’ calculation of the Earn-Out Amount. The parties agree that any dispute regarding the Earn-Out Statement shall be resolved exclusively in the manner and pursuant to the procedures set forth in paragraph 1.5.3.5. If the Representatives do not deliver an Earn-Out Dispute Notice on or before the Earn-Out Dispute Deadline, then the Earn-Out Amount set forth in the Earn-Out Statement shall be deemed conclusive, final and binding on the parties and none of the Company Stockholders or the Representatives will be permitted to dispute such amount. Attached hereto as Exhibit E is an example, and only an example, of the Earn-Out determination; provided, however, such is only an example and is not to be construed as determinative as to the amount of, or how to calculate, the Earn-Out Amount. If there is any conflict between Exhibit E and the other terms and provisions of this paragraph 1.5.3, the other terms and provisions of paragraph 1.5.3 shall be controlling.
Sample 1
AutoNDA by SimpleDocs

Related to Calculation of Earn-Out Amount for a Fiscal Year

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

  • Fiscal Year; Accounting The Company's fiscal year shall be the calendar year with an ending month of December.

  • Fiscal Year The fiscal year of the Partnership shall be the calendar year.

  • Minimum Consolidated EBITDA (a) The Borrower will not permit Consolidated EBITDA (i) for the Borrower's fiscal quarter ending closest to June 30, 1997 to be less than $2,500,000 and (ii) for any Test Period ending on the last day of a fiscal quarter of the Borrower set forth below to be less than the amount set forth opposite such fiscal quarter below: Fiscal Quarter Ending Closest To Amount ----------------- ------ September 30, 1997 $5,000,000 December 31, 1997 $5,000,000 March 31, 1998 $5,000,000 June 30, 1998 $5,000,000 September 30, 1998 $5,000,000 December 31, 1998 $5,000,000 March 31, 1999 $5,000,000 June 30, 1999 $5,000,000 -64- September 30, 1999 $ 5,000,000 December 31, 1999 $ 5,000,000 March 31, 2000 $ 5,000,000 June 30, 2000 $10,000,000 September 30, 2000 $15,000,000 December 31, 2000 $15,000,000 March 31, 2001 $15,000,000 June 30, 2001 $15,750,000 September 30, 2001 $16,500,000 December 31, 2001 $16,500,000 March 31, 2002 $16,500,000 June 30, 2002 $16,500,000

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Availability of Earnings Statements The Company shall make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the most recent effective date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months ended commencing after the effective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

  • Minimum Revenue Borrower and its Subsidiaries shall have annual Revenue from sales of the Product (for each respective calendar year, the “Minimum Required Revenue”):

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

Time is Money Join Law Insider Premium to draft better contracts faster.