Earn-Out Payment definition
Examples of Earn-Out Payment in a sentence
The Parties shall attempt in good faith to resolve any dispute and, if the Parties so resolve the dispute, the Earn-Out Payment Calculation shall be deemed to be conclusive and binding on the Parties.
Buyer shall not have any liability, responsibilities or obligations to any Contingent Expense Payee with respect to the allocation of any Milestone Payment, Earn-Out Payment or Licensing Revenue Payment and once any such Milestone Payment, Earn-Out Payment or Licensing Revenue Payment (less any required withholdings) has been paid to the Paying Agent for further distribution to such Contingent Expense Payee, Buyer’s responsibility shall be deemed satisfied in full.
The Seller and their Representatives shall have reasonable access to the work papers and other books and records of the Company, during working hours and upon reasonable notice, for purposes of assisting the Seller and their Representatives in their review of each of the Earn-Out Payment Calculations.
The Earn-Out Payment shall be calculated in accordance with the methodology set forth in Appendix I.
To the extent a portion of any Milestone Payment, Earn-Out Payment or Licensing Revenue Payment may be due to any payee of a Contingent Expense (a “Contingent Expense Payee”), Representative shall calculate such Contingent Expense and reflect the payment of such Contingent Expense in an updated Allocation Certificate and the Paying Agent shall disburse such Contingent Expense to such Contingent Expense Payee in accordance with the Allocation Certificate.