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...