Final Earnout Report Sample Clauses

Final Earnout Report. In the case of either the Monthly Earnout Report or the Revenue Earnout Report (each, an “Earnout Report”), Seller shall have thirty (30) calendar days following receipt of such Earnout Report to review the contents thereof and give the Purchaser Parties written notice (the “Earnout Dispute Notice”) of any objection to the calculations set forth in such Earnout Report. During such thirty (30) calendar day period, the Purchaser Parties shall promptly respond to any questions Seller, its accountants and legal counsel may have with regard to the applicable Earnout Target, and provide Seller and its accountants and legal advisors with reasonable access and cooperation for purposes of verifying such Earnout Report, (1) subject to reasonable and customary agreements as to confidentiality and non-disclosure and any applicable Laws or legal privileges, in which case, the Purchaser Parties will exercise their best efforts to provide Seller with alternative means of conducting Seller’s review of the relevant records necessary to verify such Earnout Report, (2) limited to the applicable system logs and accounting records necessary to verify such Earnout Report and (3) during regular working hours and otherwise in a reasonable manner so as to not result in disruption to the Purchaser Parties’ or the Company’s business. During such thirty (30) calendar day period, Seller may accept such Earnout Report at any time, and if so accepted, such Earnout Report shall be final (the “Final Earnout Report”) or, if at the end of such thirty (30) calendar day period, Seller has not delivered an Earnout Dispute Notice to the Purchaser Parties, the Earnout Report shall be the Final Earnout Report. Otherwise, the applicable Earnout Report shall not be final. If Seller timely and properly delivers an Earnout Dispute Notice to the Purchaser Parties, during the thirty (30) calendar days after the day on which the Earnout Dispute Notice is given, Seller and the Purchaser Parties shall use reasonable good faith efforts to resolve such dispute and agree on a Final Earnout Report. If Seller and the Purchaser Parties are unable to reach agreement during such thirty (30) calendar day period, they shall promptly thereafter cause an accounting firm of internationally recognized independent public accountants as may be agreed upon by Seller and the Purchaser Parties in good faith (the “Accounting Referee”) to determine whether the applicable Earnout Target has been achieved. Seller and the Purcha...