Earnout Statement Sample Clauses
An Earnout Statement clause defines the process for preparing and delivering a financial statement that calculates the earnout payments due after a business acquisition. Typically, this clause outlines the timeline for the buyer to prepare the statement, the specific financial metrics to be included, and the method for notifying the seller. Its core function is to ensure transparency and provide a clear, agreed-upon method for determining post-closing payments, thereby reducing disputes over earnout calculations.
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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.
(B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇...
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. As promptly as practicable but in no event later than March 31, 2012, RSOL shall deliver to Company Agent a statement (the “Earnout Statement”), setting forth in reasonable detail RSOL’s good-faith calculation of Alteris Pre-Tax Income for the Earnout Period and Alteris Cash Flow for the Earnout Period, together with the separate stand alone audited consolidated financial statements of the Surviving Company and its Subsidiaries for the Earnout Period, prepared by the Company’s or RSOL’s auditors. From the date of this Agreement through the determination of the final adjustment of the Earnout Consideration in accordance with this Section 3.3, RSOL shall cause the Surviving Company to provide Company Agent and its accountants, lawyers and representatives with access, during normal business hours, upon reasonable request, to all relevant books and records of the Surviving Company and its Subsidiaries (including the right to make copies thereof) and to the premises and personnel of the Surviving Company and its Subsidiaries for the purpose of determining Alteris Pre-Tax Income and Alteris Cash Flow in accordance with this Section 3.3.
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. 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. 24 Employees .......................................................................4 Encumbrance .......................................................................4 Endo Names and Marks .......................................................................69 Endo Stock Award .......................................................................26 Endo Stock Option .......................................................................26
Earnout Statement. With respect to each Measurement Period, Buyer will prepare and deliver to Seller, no later than 90 calendar days following the expiration of each Measurement Period, a statement (each, an “Earnout Statement”) setting forth in reasonable detail Buyer’s good faith proposed calculation, together with reasonable supporting documentation, of Qualified Revenue for the applicable Measurement Period and the Earnout Payments derived therefrom (each, an “Estimated Earnout Payment”).
Earnout Statement. Within 90 days after the end of each Payment Year, SPAC shall prepare and deliver to the Company Equityholders’ Representative a written statement setting forth in reasonable detail: (i) its determination of the Actual Revenue and Actual EBITDA for such Payment Year, and (ii) its calculation of the resulting number of the Company Earnout Shares to be issued for such Payment Year (each such statement, an “Earnout Statement”).
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