Contingent Statements Clause Samples

A Contingent Statements clause defines terms or obligations that only become effective if certain specified events or conditions occur. In practice, this means that a party’s duties or rights under the contract are triggered by the fulfillment of a particular condition, such as regulatory approval, delivery of goods, or achievement of a milestone. This clause is essential for managing uncertainty and risk, as it ensures that parties are only bound to perform or benefit when agreed-upon circumstances actually take place.
Contingent Statements. Within 30 days after the end of each Contingent Period, Buyer shall provide to the Stockholders’ Representative a statement (each, a “Contingent Statement”) setting forth the twelve-month trailing Adjusted EBITDA of the Surviving Corporation, the twelve-month trailing Adjusted EBITDA of the Buyer (which for all purposes of this Agreement shall be as set forth in the Buyer’s SEC Documents filed from time to time during the applicable Contingent Period, and not in accordance with the definition of “Adjusted EBITDA” contained herein and, to the extent that such SEC Documents do not include all of the data necessary to calculate Adjusted EBITDA, such other sources as may be reasonably available), and the calculation of the Contingent Payment for such Contingent Period. The Contingent Statement shall include calculations set forth in the manner set forth in Exhibit B. The Stockholders’ Representative will have a right to review the records reasonably necessary to calculate the applicable Contingent Payment (the “Business Records”). Within 10 Business Days after the later of receipt of (i) a Contingent Statement, or (ii) Business Records (if requested within 10 Business Days from receipt of the Contingent Statement) in respect of such Contingent Statement, the Stockholders’ Representative may deliver to Buyer a written statement describing in reasonable detail his objections, if any, to the Contingent Statement solely with respect to (i) computational errors set forth in the Contingent Statement or (ii) the manner in which the applicable Contingent Payment was calculated (a “Notice of Objection”), which Notice of Objection shall be accompanied by the Stockholders’ Representative’s calculation of each item of dispute and a revised calculation of the applicable Contingent Payment. If the Stockholders’ Representative does not deliver a Notice of Objection within such 10-Business Day period, the Contingent Statement will become final and binding on each Party. If the Stockholders’ Representative delivers a Notice of Objection within such 10-Business Day period, Buyer and the Stockholders’ Representative shall attempt to reconcile differences for a period of 30 days of the delivery of such Notice of Objection. Thereafter, any amounts in the Contingent Statement not resolved by the Parties (“Disputed Amounts”) shall be submitted promptly by Buyer and the Stockholders’ Representative for resolution by the Independent Accountant, who shall resolve the Disputed Amounts o...
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Related to Contingent Statements

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Interim Statements As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower’s balance sheet and profit and loss statement for the period ended, prepared by Borrower.