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) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter (or in the event of an Earnout Date Adjustment, within 75 days after the end of the calendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment), Parent shall prepare and deliver to the Shareholders' Representative a written statement setting forth the calculations set forth in Section 3.6 (the "Earnout Statement").
(b) After receipt of the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted and agreed to the Earnout Statement. If the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection to the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive.
(c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expense...
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.
(ii) Prior to the date which is 30 days after Buyer’s delivery of the Earnout Statement and the information and access referenced in the foregoing clause (i) (the “Earnout Protest Deadline”), Seller may deliver written notice to Buyer (an “Earnout Protest Notice”) setting forth any objections which Seller may have to the Earnout Statement. The sole permissible grounds for objection shall be that the Earnout Adjusted EBITDA, Reference Adjusted EBITDA and/or the Earnout Amount set forth on such Earnout Statement were not calculated in accordance with their respective definitions. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth Seller’s determination of the Earnout Adjusted EBITDA and Reference Adjusted EBITDA and the resulting Earnout Amount, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline, the Earnout Adjusted EBITDA, Reference Adjusted EBITDA and the resulting Earnout Amount, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Seller Parties. If an Earnout Protest Notice is delivered prior to the Earnout Protest Deadline, any amounts not disputed therein shall be final, binding and non-appealable by the Seller Parties.
(iii) If Seller delivers an Earnout Protest Notice, Buyer and Seller shall confer and attempt to resolve any disagreement with respect to an Earnout Statemen...
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 ninety (90) days following the last day of each Annual Earnout Period, Buyer shall deliver a written statement (such statement being referred to herein as the “Annual Earnout Statement”) to Alliance which shall set forth (i) the Gross Margin for the Annual Earnout Period for the Proppant Business and (ii) the Annual Earnout Amount payable in connection with such Annual Earnout Period.
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. During the twelve (12) month period immediately following the Closing Date (the “Earnout Term”), the Buyer will maintain a record of all of the revenue the Company (and the Buyer if the Company is liquidated or merges into the Buyer) collects from the Yamaha Corporate Account relating to the Business products and services of the type sold by the Company prior to the Closing (the “Yamaha Post-Closing Revenue”). As soon as practicable, but not later than thirty (30) days following the Earnout Term, the Buyer shall prepare and deliver to the Sellers a statement (the “Yamaha Statement”) setting forth (i) the Yamaha Post-Closing Revenue and (ii) the amount of revenue collected from the Yamaha Corporate Account in the twelve (12) month period immediately prior to the Closing (the “Yamaha Prior Year Revenue”). The Sellers shall have ten (10) days to review the Yamaha Statement provided by the Buyer. If the Sellers do not notify the Buyer of the Sellers’ objection to the Yamaha Statement within such ten (10) day period, then the Sellers shall be deemed to have irrevocably approved the Yamaha Statement for purposes of this Section 2.7. If within the ten (10) day period, the Sellers dispute the amounts for the Yamaha Post-Closing Revenue and the Yamaha Prior Year Revenue, the parties shall resolve such dispute (including the sharing of costs) in the same manner as provided in Section 2.5(d).
Earnout Statement. 4.1. The Relevant EBITDA Amounts shall be calculated by the Buyer as soon as reasonably practicable following the end of the Earnout Period, using accounting policies and principles consistent with those accounting policies and principles used by Games Global in the eighteen months preceding the end of the Earnout Period, including Games Global’s policy for capitalisation of developments costs.
4.2. A written statement (“Earnout Statement”) of the amount of the Relevant EBITDA Amounts and the Earnout Consideration, together with details of the calculations, shall be delivered to the Seller upon completion of the calculation pursuant to paragraph 4.1 above, in the form of a certificate prepared by the Buyer. If the Seller disputes the Earnout Statement, it shall notify the Buyer in writing of the amount, nature and basis of such dispute within 14 days after delivery of the certificate to the Seller, failing which the Earnout Statement shall become binding on the parties.
Earnout Statement. Within (A) thirty (30) days after the completion of the annual financial audit of Buyer and its Subsidiaries for each fiscal year or (B) ten (10) days following Buyer’s filing of its annual report on Form 10-K, whichever date is later, and until the end of the calendar year beginning January 1, 2035, Buyer shall deliver to Seller audited financial statements of the Buyer each such fiscal year and a statement setting forth Buyers’ good faith calculation of the Earnout Payments (“Earnout Statement”).
Earnout Statement. On or before the 60th day following the 12-month anniversary of the Closing Date, Acquiror shall: (i) prepare or cause to be prepared a statement (the “Earnout Statement”) setting forth (A) the Closing Date ARR, (B) the Anniversary ARR, (C) the Net Growth ARR and (D) the Earnout payable to the Company Holders (other than the Company Convertible Note Holders) that Acquiror believes is due in accordance with this Section 1.10(c); and (ii) deliver or cause to be delivered such Earnout Statement to the Company Holders’ Agent for and on behalf of the Company Holders (other than the Company Convertible Note Holders). The Earnout Statement shall be accompanied by work papers that back-up the conclusions set forth in the Earnout Statement. The Earnout Statement shall be certified as true, correct and complete by Acquiror’s Chief Financial Officer.