Time for Determination. (i) Within 10 days following the completion of the audited financial statements of Buyer for each of the Earnout Periods, Buyer shall determine the Earnout EBITDA for such Earnout Period (the “Applicable Earnout EBITDA”) and deliver to the Indemnification Representative a copy of such computation. Upon the request of the Indemnification Representative, the Buyer shall prepare and deliver to the Indemnification Representative income statement and expense detail supporting the calculation of the Applicable Earnout EBITDA for such Earnout Period. Such computation delivered to the Indemnification Representative by the Buyer shall be conclusive and binding upon the parties, unless the Indemnification Representative, within 30 days after delivery to the Indemnification Representative of such computation, notifies the Buyer in writing that the Indemnification Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. Immediately following delivery of the computation of the Applicable Earnout EBITDA, the Indemnification Representative shall have reasonable access to the books and records (including financial statements) of the Surviving Corporation during regular business hours for the purpose of verifying Buyer’s computation of the Applicable Earnout EBITDA and the Applicable Earnout Amount for such Earnout Period. Solely for the purpose of clarification, the 2007 Earnout Amount and the 2008 Earnout Amount A will be computed after the completion of the audited financial statements of Buyer for its fiscal year ending December 31, 2007 and the 2008 Earnout Amount B shall be computed after the completion of the audited financial statements of Buyer for its fiscal year ending December 31, 2008.
Time for Determination. 5 2.10 Payment of the Purchase Price ................................ 5 2.11 Determination of the Cash Price .............................. 5 2.12 Assignment ................................................... 6
Time for Determination. For purposes of computing, determining and identifying the components of the Purchase Price, or identifying the Assets, each definition used in this regard is computed, determined and its components identified as of the date of the Closing Balance Sheet, with the exception of Assumed Liabilities, which may arise or become quantified both before and after the Closing Date.
Time for Determination. (i) As soon as reasonably practicable following December 31, 2005, and in any event on or prior to February 20, 2006, Parent shall determine (A) the Adjusted EBITDA, (B) the Incremental Adjusted EBITDA and (C) the Total Revenue for the Earnout Period, and (D) the resulting Applicable Earnout Amount, and deliver to the Representatives on or prior to February 28, 2006 a copy of such computation. Unless the Representatives object to such computation within ten (10) Business Days after receipt thereof in accordance with the provisions of Section 2.3(b)(ii) below, the computations shall be binding and conclusive for purposes of this Agreement. Immediately following the Earnout Period, the Representatives shall have full access to the books and records (including financial statements) of the Company during regular business hours to the extent necessary to verify Parent’s computations of the Adjusted EBITDA, the Incremental Adjusted EBITDA, Total Revenue for the Earnout Period and the Applicable Earnout Amount.
Time for Determination. (ii) Not later than 5:00 p.m., Atlanta, Georgia time on the date that is seventy-five (75) days following the date on which Buyer’s fiscal year ends for each Earnout Period, Buyer shall determine the Earnout Revenue for such Earnout Period (the “Applicable Earnout Revenue”) and deliver to Sellers’ Representative a copy of such computation. Unless Sellers’ Representative notifies Buyer in writing on or before 5:00 p.m. Atlanta, Georgia time on the date that is thirty (30) days after Sellers’ Representative’s receipt of such computation of any objection to the determination of the Applicable Earnout Revenue (an “Earnout Objection Notice”), such computation of the Applicable Earnout Revenue shall become final and binding. During such 30-day period, Buyer will make available for review by Sellers’ Representative its books, records, work papers and other documents and information relating to the computation of the Applicable Earnout Revenue as may be reasonably requested by Sellers’ Representative. Any Earnout Objection Notice shall specify in reasonable detail the basis for the objections set forth therein.
Time for Determination. (i) Within 30 days following the completion of the audited financial statements of the Buyer for each of the Earnout Periods, the Buyer shall determine the Earnout EBITDA for such Earnout Period (the “Applicable Earnout EBITDA”) and the Earnout Amount for such Earnout Period (the “Applicable Earnout Amount”) and deliver to the Securityholders’ Representative a copy of such computations. Such computations delivered to the Securityholders’ Representative by the Buyer shall be conclusive and binding upon the parties, unless the Securityholders’ Representative, within 30 days after delivery to the Securityholders’ Representative of such computations, notifies the Buyer in writing that the Securityholders’ Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. Immediately following delivery of the computations of the Applicable Earnout EBITDA and the Applicable Earnout Amount, the Securityholders’ Representative and its representatives shall have reasonable access to the books and records (including financial statements) of the Company during regular business hours to the extent necessary to verify the Buyer’s computation of the Applicable Earnout EBITDA and the Applicable Earnout Amount.
Time for Determination. In the event of the necessity of appointment of such appraisers, the price per share shall be determined within thirty (30) days of the appointment or such additional time as may be agreed upon between Offeror and the Company.
Time for Determination. The Valuer must try to ascertain the amount of the Revised Rent within 3 months of the date of his appointment.
Time for Determination. The Secretary shall make a determination under subsection (a)(1) not later than 180 days after the receipt of an application from a State under such subsection.
Time for Determination. (i) Within 60 days following the completion of the audited financial statements of Buyer for each of the Earnout Periods, Buyer shall determine the Earnout EBITDA for such Earnout Period (the “Applicable Earnout EBITDA”) and deliver to the Sellers’ Representative a copy of such computation. Unless the Sellers’ Representative notifies Buyer in writing within thirty (30) days after Buyer’s delivery of such computation of any objection to the determination of the Applicable Earnout EBITDA (an “Earnout Objection Notice”), such computation of the Applicable Earnout EBITDA shall become final and binding. During such 30-day period, Buyer will make available for review by the Sellers’ Representative its books, records, work papers and other documents and information relating to the computation of the Applicable Earnout EBITDA as may be reasonably requested by the Sellers’ Representative. Any Earnout Objection Notice shall specify in reasonable detail the basis for the objections set forth therein.
