Earnout Statement. 2.1 Unless an Acceleration Event (as defined in Section 3 hereof) shall have occurred, as promptly as practicable after the end of each Earnout Period, the Sellers’ Committee will cause an income statement of Stealth for such Earnout Period and a statement setting forth the Sellers’ Committee’s calculation of the Actual Pre-Tax Income of Stealth for such Earnout Period (collectively, as may be revised by the Sellers’ Committee’s accountants, the “Preliminary Earnout Statement”) to be prepared, and will cause its accountants to review (and revise if necessary) the Preliminary Earnout Statement and to prepare a report based on such Preliminary Earnout Statement and the provisions of this Agreement pertaining to the determination of Actual Pre-Tax Income, as so reviewed (and revised in necessary), setting forth its calculation of the Actual Pre-Tax Income of Stealth for such Earnout Period. As promptly as practicable, but no later than sixty (60) days after the end of such Earnout Period, the Sellers’ Committee will cause the Preliminary Earnout Statement together with the report of Stealth’s accountants as to the Actual Pre-Tax Income for such Earnout Period to be delivered to the Buyer. The income statement to be prepared as part of each Preliminary Earnout Statement (each “Preliminary Income Statement”) shall (x) fairly present in all material respects the pre-tax income of Stealth for such Earnout Period in accordance with generally accepted accounting principles (“GAAP”) applied on a basis consistent with those used in the preparation of the income statement of Stealth for the one-year period ended December 31, 2004 as prepared by Micronetics’ auditors and previously delivered to the Sellers’ Committee (the “December 31, 2004 Income Statement”), (y) include line items substantially consistent with those in the December 31, 2004 Income Statement, and (z) be prepared in accordance with accounting practices consistent with those used in the preparation of the December 31, 2004 Income Statement; provided, however, that the Preliminary Income Statement shall exclude the effect of any application of so-called “push down” and purchase accounting to the transactions contemplated by the Stock Purchase Agreement. Whenever used in this Agreement, the term accounting practices includes accounting methods and policies. The cost of the preparation of each Preliminary Earnout Statement shall be borne equally by the Sellers.
Earnout Statement. (i) Within 45 days following July 3, 2011, October 2, 2011, and the end of the Earnout Period, Parent shall deliver (i) a statement (an “Earnout Statement”) to the Representative containing Parent’s calculation of the Earnout Consideration payable at any such time as a result of the financial results achieved by the Surviving Company to any such above referenced date during the Earnout Period (the “Preliminary Earnout Consideration”) and (ii) reasonable records and work papers related to the calculations set forth on any such Earnout Statement.
Earnout Statement. As soon as practicable following each Earnout Calculation Date, Buyer shall submit to Seller a statement showing each Closing Date Fund Investor and the AUM with respect to each such Closing Date Fund Investor as of each Earnout Calculation Date, substantially in the form attached hereto as Exhibit 2.7(b) (the “Earnout Statement”).
Earnout Statement. Within ten (10) business days following the filing of Parent’s quarterly report on Form 10-Q with respect to each three-month quarter during the Earnout Period, Buyer shall prepare and deliver to Seller Representative a written statement (the “Earnout Statement”) setting forth, in reasonable detail and with reasonable supporting information, Buyer’s calculation of the Earnout EBITDA for the Earnout Period.
Earnout Statement. On or before seventy five (75) days from the last day of the EBITDA Multiple Amount calculation date, Buyer shall deliver to Seller a statement specifying the EBITDA and, based thereon, Buyer’s calculation of the Earnout, if any (the “First Earnout Statement”). Within the similar time frame following the EBITDA Multiple Amount calculation date for each of the four years thereafter, Buyer shall deliver to Seller a statement specifying the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any (such statements, together with the First Earnout Statement, are each referred to herein as an “Earnout Statement”).
Earnout Statement. (A) Not later than ten (10) Business Days following the end of the Performance Period, Subversive or its Representatives shall prepare and deliver to the Shareholders’ Representative a written statement (an “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable.
Earnout Statement. Within thirty (30) calendar days following the end of each Quarterly Earnout Period, Parent shall prepare and deliver to the Equityholders’ Representative a statement (each, an “Earnout Statement” and the Earnout Statement delivered at the end of an Earnout Period, the “Year-End Earnout Statement”) of the Eligible Revenue and the Earnout Payment (if any) for such Quarterly Earnout Period and at the end of each Earnout Period, the aggregate Eligible Revenue and the Earnout Payment (if any) for the entirety of such Earnout Period. Notwithstanding the reporting requirement set forth in this Section 1.12(a), the parties hereto acknowledge and agree that if any Earnout Payment is earned, it shall only be paid in accordance with and at such times as set forth in Section 1.12(e).
Earnout Statement. (i) Within sixty (60) days after the end of each Earnout Period, Buyer shall prepare and deliver to the Members’ Representative a statement (each, an “Earnout Statement”) setting forth Buyer’s good faith calculation of Patriot Net Revenue for such Earnout Period, any Current Year Payment in respect of such Earnout Period, any Catch-Up Payments that have become payable in respect of a prior Earnout Period in accordance with Section 2.5(a)(ii) as a result of the Patriot Net Revenue for such Earnout Period and any Catch-Up Payments to be paid in accordance with Section 2.5(a)(iii) upon payment of any Current Year Payment in respect of such Earnout Period.
Earnout Statement. With respect to the First Earnout Payment, Purchaser shall prepare a detailed calculation with supporting documentation of the Company ARR for the fiscal year ended December 31, 2023 and any resulting First Earnout Payment (the “Earnout Statement”) and provide the Earnout Statement to Seller on or before January 31, 2024. Seller shall have 30 days (the “Earnout Review Period”) to review the Earnout Statement related to the First Earnout Payment. The Earnout Statement for the Second Earnout Payment shall be provided to Seller on or before April 15, 2024 and shall state whether or not the Second Earnout Conditions have been satisfied in full on or before March 31, 2024. The Earnout Statement for the Second Earnout Payment shall be conclusive on the parties hereto absent manifest error.
Earnout Statement. (i) Not later than 60 days following the last day of the Earnout Period, Buyer or its representatives shall prepare and deliver to Seller a written statement, prepared in accordance with GAAP using, to the extent in accordance with GAAP, the same accounting methods, principles, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Financial Statements, with such adjustments thereto set forth in the definition of Adjusted EBITDA (the “Earnout Statement”) setting forth Buyer’s calculation of the Earnout Adjusted EBITDA and the Reference Adjusted EBITDA and the resulting Earnout Amount, if any. Upon receipt of an Earnout Statement, Seller and its accountants will be given reasonable access upon reasonable notice to Buyer’s relevant books, records, workpapers and personnel during business hours for the purpose of verifying the Earnout Adjusted EBITDA and Reference Adjusted EBITDA and the resulting Earnout Amount.
