Earnout Determination. As soon as practical after December 31 of each year during each Earnout Period, but in no event later than sixty (60) days after Buyer shall have received from the Division all information, books and records reasonably requested in order to make an EBITDA calculation, the Buyer shall prepare a statement of the EBITDA of the Division for each period of the earnout, prepared in accordance with GAAP (the “Determination”). If Seller does not agree that such Determination correctly states EBITDA of the Division for the relevant period, Seller shall promptly (but not later than thirty (30) days after delivery of the Determination) give written notice to Buyer of any exception thereto. If the Seller and the Buyer reconcile their differences, the EBITDA for such period shall be adjusted accordingly and shall thereupon become final and conclusive upon all the parties hereto. If Seller and the Buyer are unable to reconcile their differences in writing within thirty (30) days after written notice of the exceptions is delivered to the Buyer, the items in dispute shall be submitted to a mutually acceptable accounting firm for final determination (the “Determining Accountants”) and the EBITDA shall be deemed adjusted in accordance with the determination of the Determining Accountants and shall become final and conclusive upon all parties hereto. The Determining Accountants shall consider only the items in dispute and shall be instructed to act within thirty (30) days (or such longer period as Seller and the Buyer may agree) to resolve all claims and dispute. If Seller does not give notice of any exception within thirty (30) days after the delivery of the Determination, or if Seller gives written notice of its acceptance of the Determination prior to the end of such thirty (30) day period, the EBITDA calculations set forth in the Determination shall thereupon become final and conclusive.
Earnout Determination. The Earnout Consideration will be payable as follows:
Earnout Determination. 7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDER....................................8
Earnout Determination. The Final Earnout Amount shall be calculated on a linear scale based on Xxxxxxxx of between $0 and the Earnout Xxxxxxxx Target (as such term is defined in Annex A attached hereto) during the Earnout Period, with the Final Earnout Amount being equal to zero ($0) if Xxxxxxxx equal $0 and equal to $45 million if Xxxxxxxx equal the Earnout Xxxxxxxx Target. By way of further example and for the avoidance of doubt, if Xxxxxxxx during the Earnout Period were equal to 80% of the Earnout Xxxxxxxx Target, the Final Earnout Amount would equal $36 million. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in no event shall the Final Earnout Amount exceed the Earnout Consideration.
Earnout Determination. 82 8.3 Earnout Distribution; Stockholder Representative Objections............................................ 82
Earnout Determination. The Earned Earnout Amount shall be calculated as follows: (A) the Milestone Percentage (as defined below) minus 67.86 percent divided by (B) 32.14 percent and multiplied by (C) the Earnout Consideration; provided that in no event shall the Earned Earnout Payment exceed the Earnout Consideration; provided further, that if the Milestone Percentage is equal to 67.86 percent or less, the Earned Earnout Amount shall be zero ($0.00). For the purposes of this SECTION 8.2, "MILESTONE PERCENTAGE" equals (A) Revenues earned in calendar year 2007 divided by (B) the 2007 Revenue Milestone. By way of example and for the avoidance of doubt, if Revenues equal $50,400,000, the Milestone Percentage would equal ninety percent (90%) and the Earned Earnout Amount would equal $41,331,673.93.
Earnout Determination. Within sixty (60) days following the end of each Performance Year and then again within sixty (60) days following the end of the applicable Performance Period set forth in each of Sections 1.6(c)(i)-(v) (e.g., within sixty (60) days after the first three (3) years of the Performance Period), Buyer shall deliver to the Stockholders a statement setting forth the NEPSI Product Line Revenue and the NEPSI & DVAR Product Line Revenue for such time period and, in the event of a statement delivered pursuant to the end of an applicable Performance Period, a calculation of the Earnout Payment (if any) and applicable clause in this Agreement pursuant to which any such Earnout Payment is being made (an “Earnout Statement”). For purposes of an Earnout Statement delivered pursuant to the end of the applicable Performance Period set forth in each of Sections 1.6(c)(i)-(v), the Stockholders shall have forty-five (45) days from receipt of such Earnout Statement (the “Verification Period”) to verify Buyer’s determination of the NEPSI Product Line Revenue and NEPSI & DVAR Product Line Revenue and Earnout Payment (if any). During the applicable Verification Period, the Stockholders shall have reasonable and customary access during normal business hours, subject to the confidentiality obligations set forth herein, to financial and other records and statements necessary to verify the NEPSI Product Line Revenue, the NEPSI & DVAR Product Line Revenue and the Earnout Payment (if any) set forth in the Earnout Statement; provided, however, that in connection with such access, (i) the Stockholders shall minimze disruption to the Buyer’s and the Company Group’s business and (ii) the Stockholders shall be accompanied at all times by the Buyer’s Chief Financial Officer. Any disagreements as to the calculations set forth in the Earnout Statement shall be described in a written notice to Buyer within the applicable Verification Period (an “Adjustment Notice”), setting forth in reasonable detail the Stockholders’ objections to Buyer’s calculations set forth in the Earnout Statement. If the Stockholders do not deliver an Adjustment Notice to Buyer within the applicable Verification Period, the applicable Earnout Statement shall be deemed final and binding on all Parties and the Earnout Payment (if any) shall be paid in accordance with such Earnout Statement. For sake of clarity, the Stockholder shall not be required to issue an Adjustment Notice and shall not be deemed to accept any Earnout...
Earnout Determination. Promptly following the completion of its audited financial statements for the Company’s 2020 fiscal year, the Company shall prepare and deliver to DSM a reasonably detailed statement (the “Earnout Statement”) setting forth its good faith calculation of the Adjusted EBITDA attributable to the Biologics Business (the “Biologics Earnout EBITDA”), determined in accordance with the calculation of Adjusted EBITDA for the Company’s business segments as reported in the Company’s annual report for such fiscal year, and the Earnout Payment to be made to DSM in respect thereof, calculated in accordance with Section 1.01(b) hereof.
Earnout Determination. The determination of whether amounts are due under the terms and conditions set forth in this Schedule 1.6 initially shall be made in good faith by the Buyer, and written notice thereof attaching the Buyer’s calculations of the Earnout Payment and Gross Profit following the forms of Schedules 1.6(a) and 1.6(b) and the unaudited financial statements of the Business on which such calculations are based (the “Earnout Payment Notice”) shall be delivered to the Seller not later than ninety (90) days after the end of the Earnout Period. At the time the Buyer delivers the Earnout Payment Notice, an officer of the Parent shall also deliver to the Seller a certificate confirming the compliance by the Company and Neenah with the covenants contained in paragraph 1.6(i) (“Earnout Payment Covenants”) of this Schedule 1.6.
Earnout Determination. The Estimated Gross Margin on the CTOC Project Contract if it becomes an Awarded Project Contract shall be determined by the Acquiror on or prior to the 30th day following the date of award thereof. The Estimated Gross Margin on all Awarded Project Contracts shall be determined by the Acquiror on or prior to March 31, 2000. The Earned Gross Margin on all Awarded Project Contracts shall be determined by the Acquiror as of March 31, 2001.
