Earn-Out Statement definition
Examples of Earn-Out Statement in a sentence
If Seller objects to Buyer’s calculation of the amount of the Earn-Out Payment as set forth in the Earn-Out Statement, then, prior to the expiration of the Review Period, Seller shall deliver to Buyer a written notice (a “Dispute Notice”) describing in reasonable detail Seller’s objections to Buyer’s calculation of the amounts set forth in such Earn-Out Statement and containing a statement setting forth the calculation of the amount of the Earn-Out Payment determined by Seller to be correct.
In resolving accounting differences and objections, the Accounting Expert shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Earn-Out Statement, including the definition of Gross Sales contained herein.
Within ten (10) days after the Accounting Expert is appointed, ▇▇▇▇▇ shall forward a copy of the Earn-Out Statement to the Accounting Expert, and Seller shall forward a copy of the Dispute Notice to the Accounting Expert, together with, in each case, all relevant supporting documentation.
Seller will be entitled to conduct the foregoing review of the Closing Date Statement for a period of thirty (30) days after receipt of the Earn-Out Statement (the “Review Period”).
The Earn-Out Statement shall be prepared in accordance with this Section 2.5 and the definitions of “Gross Sales” and the terms and conditions set forth in Exhibit A.