Company ARR definition
Examples of Company ARR in a sentence
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.
If Purchaser breaches the covenant in sub-clause (i) of this Section 1.4(e), the sole remedy shall be an adjustment to the Company ARR to reflect the Company ARR that would have resulted had such breach not occurred.
If Seller fails to deliver the Earnout Objection Statement before the expiration of the Earnout Review Period, the calculation of Company ARR and the resulting First Earnout Payment reflected in the Earnout Statement shall be deemed to have been accepted by Seller and shall be final, conclusive and binding on the parties.
Subject to the terms of this Section 1.4, following the Closing, Seller shall be eligible to receive contingent payments (each, an “Earnout Payment,” and collectively, the “Earnout Payments”) on the terms set forth in this Section 1.4. The first Earnout Payment (the “First Earnout Payment”) shall be equal to the amount by which (i) six times the Company ARR for the fiscal year ended December 31, 2023 exceeds (ii) the Closing ARR Amount.
Until December 31, 2023, (i) Purchaser agrees that it shall not take any action specifically and solely intended to reduce the Earnout Payment, and (ii) Purchaser and the Company shall maintain adequate records and segregate business operations to the extent reasonably necessary to allow the accurate calculation of Company ARR in accordance with the provisions of this Agreement and the accurate calculation of the Earnout Payments.