Calculation of Earnout Payments. No later than fifteen (15) business days following the last day of each of Buyer's fiscal quarters on account of which an Earnout Payment may be due, Buyer shall prepare and deliver to the Company a certificate, verified as to accuracy by Buyer's Chief Executive Officer (the "Earnout Certificate") (i) setting forth the Learn2 Retail Net Revenue during the immediately preceding fiscal quarter, (ii) setting forth the Other Net Revenue during the immediately preceding fiscal quarter, and (iii) designating the Earnout Payment, if any, payable by Buyer to the Company, together with such Earnout Payment. Within ninety (90) days of the end of each fiscal year of Buyer, either the Buyer's Independent Accountants or the Sellers' Independent Accountants, at the election of the Sellers, shall audit (the "Audit") the accuracy of the Earnout Certificates submitted by Buyer to the Sellers in respect of such fiscal year; provided that Sellers shall provide written notice to Buyer of such election of independent accountants within ten (10) business days of the end of such fiscal year. To the extent the Buyer's Independent Accountants conduct the audit, Buyer shall pay fifty percent (50%) of the costs and expenses of Buyer's Independent Accountants in connection with the Audit and the Sellers shall pay the other fifty (50%) of such costs and expenses. To the extent the Sellers' Independent Accountants conduct the Audit, the Sellers shall bear all costs and expenses of the Sellers' Independent Accountants in connection with the Audit. The decision of the Buyer's Independent Accountants or the Sellers' Independent Accountants, as the case may be, shall be final and binding on the parties hereto. Any additional amounts determined by the independent accountants conducting the Audit to be owed by Buyer to the Sellers or any amounts determined to have been overpaid to the Sellers by Buyer, shall be paid by Buyer or refunded by the Sellers, as the case may be, within ten (10) business days of receipt of the written determination thereof by such independent accountants.
Calculation of Earnout Payments. No later than ten (10) business days following the date on which Wackenhut is required to file its annual report on Form 10-K with the SEC for any fiscal year on account of which an Earnout Payment may be due, Wackenhut shall prepare and deliver to the Companies a certificate, verified as to accuracy by the Wackenhut Accountants (the "Earnout Certificate") (i) attaching a copy of the audited financial statements of the Wackenhut Subsidiaries for such fiscal year, (ii) setting forth the EBIT, Base EBIT and Incremental EBIT of the Wackenhut Subsidiaries for such fiscal year, and (iii) designating the Earnout Payment, if any, payable by the Wackenhut Subsidiaries to the Companies on account of such fiscal year. If within ten (10) business days after the Earnout Certificate is delivered to the Companies, the Companies shall not have given written notice to Wackenhut setting forth in detail any objection of the Companies to the Earnout Payment, then such determination of the Earnout Payment shall be final and binding on the parties hereto. In the event that the Companies, within such 10 business day period following delivery of the Earnout Certificate, give written notice to Wackenhut of any objection to such determination of the Earnout Payment, Wackenhut and the Companies shall endeavor to reach agreement on all differences within the 10 business day period following the giving of notice by the Companies of their objection. To the extent that any portion of the Earnout Payment is undisputed by the parties at the end of the 10 business day period following the giving of the notice of objection, such undisputed portion shall be paid, without interest, at that time. If the parties are unable to reach agreement within such 10 business day period, then the matter shall be submitted to the Independent Accountants for determination of the Earnout Payment due to the Companies on account of such fiscal year, which determination shall be final and binding on the parties. In connection with the resolution of any dispute, each party shall pay its own fees and expenses, including, without limitation, their own legal, accounting and consultant fees and expenses; PROVIDED, HOWEVER, that Wackenhut shall pay fifty percent (50%) of the cost and expenses of the Independent Accountants and the Companies and Shareholders, jointly and severally, shall pay the other fifty percent (50%) of the cost and expenses of the Independent Accountants. If the actual Earnout Payment determined...
Calculation of Earnout Payments. The amount of each Earnout Payment, if any, shall be calculated and agreed upon by the Parties as follows:
Calculation of Earnout Payments. (i) Each of the Earnout Payments shall be calculated by Purchaser in accordance with Schedule 11.02(c) and a copy of the calculation thereof (each an "Earnout Statement") shall be delivered by Purchaser to Seller as soon as practicable following the applicable calculation date for each Earnout Payment, but not later than 30 days thereafter. At such time, Purchaser shall deliver to Seller a certificate certifying that the Earnout Statement was prepared in accordance with the standards set forth on Schedule 11.02(c). The Seller Parties shall give Purchaser access to any and all data necessary to prepare the Earnout Statements. The Managing Director and other Founder Shareholders who are employees of Purchaser as of the payment date of such Earnout Payments shall have the right to participate with the representatives of Purchaser in the process of preparing the Earnout Statements and shall have access to all data, schedules and work papers used by Purchaser in preparing the Earnout Statements.
Calculation of Earnout Payments. (a) Not later than 15 days following receipt by Serologicals of the financial statements of the Surviving Corporation as of and for the year ended December 31, 2001 and not later than 15 days following receipt by Serologicals of the financial statements of the Surviving Corporation as of and for the calendar quarter ended March 31, 2002, Serologicals shall prepare and submit to the Partner Representative a statement setting forth, in reasonable detail, Serologicals' calculation of the Actual Sales Revenue, the Gross Margin Percentage and the Sales Earnout Payment (if any) for the year or quarter then ended, together with reasonably detailed support for such calculation.
Calculation of Earnout Payments. As soon as practicable following (i) December 31, 2000 with respect to the 2000 Earnout Payment and (ii) December 31, 2001 with respect to the 2001 Earnout Payment, and in any event before April 1 of the following year, Purchaser shall deliver to the Company Representative (defined below) its calculation of the 2000 Earnout Payment, or 2001 Earnout Payment, as applicable. Purchaser shall make the books and records of Purchaser available to the Company Representative and its representatives at all reasonable times with respect to the matters affecting these calculations. If within thirty days following delivery of the calculations, the Company Representative has not given Purchaser notice of its objection to any such calculations (such notice must contain a
Calculation of Earnout Payments. (i) Provided that the Revenue of the Company as determined in accordance with GAAP for the period beginning on January 1, 2007 and ending on the Closing Date, combined with the Revenue of the Surviving Company as determined in accordance with GAAP and accounting policies and procedures consistent with those employed in preparation of Parent’s publicly filed financial statements for the year ended December 31, 2007 is equal to the dollar amount set forth below under the caption “Revenue,” Parent will issue Shareholder the number of shares of Parent Common Stock set forth opposite the corresponding Revenue amount under the caption “Number of Shares” below. Revenue Number of Shares $2,500,000 to $2,749,999 20,000 $2,750,000 to $2,999,999 25,000 $3,000,000 to $3,249,999 30,000 $3,250,000 to $3,499,999 37,500 $3,500,000 or more 50,000
Calculation of Earnout Payments. The Earnout Payment for each Earnout Period (as defined below) shall be an amount equal to (i) .05 multiplied by (ii) Seller Revenue for the applicable Earnout Period.
Calculation of Earnout Payments. (i) Provided that the Purchaser subsidiary operating the Business of the Company after the consummation of the purchase and sale of the Company Shares (the “LC Subsidiary”) and the Company have combined revenue for the year ended December 31, 2008 at least equal to $3,500,000 (the “2008 Revenue Threshold”), Purchaser will issue the Shareholders an aggregate of 30,000 unregistered shares of Purchaser Common Stock. For each additional $500,000 in incremental revenue of the LC Subsidiary and the Company for calendar year 2008, over the 2008 Revenue Threshold, Purchaser will issue the Shareholders an aggregate of 9,000 additional unregistered shares of Purchaser Common Stock up to a maximum of 183,000 shares for corresponding revenue of $12,000,000 or more.
Calculation of Earnout Payments
