Examples of Earnout Amount in a sentence
Seller shall be permitted to amend an Objection Notice after delivery to Buyer, or deliver a new Objection Notice to Buyer, if Seller identifies any additional disputes Seller has with respect to the amounts stated in the Closing Statement or in the calculation of the Earnout Amount in the course of resolving any disputes set forth in an Objection Notice.
Buyer and Seller acknowledge and agree that (a) Buyer’s obligations under this Section 2.2 shall not exceed the Earnout Amount and (b) if paid, the Earnout Amount shall be treated as additional purchase price for the Acquired Interests for U.S. federal and applicable state and local income tax purposes, unless otherwise required by applicable Law.
If the Earnout Condition is satisfied during the Earnout Period, then promptly following such approval, but in any event no later than fifteen (15) Business Days thereafter, Buyer shall deliver to Seller, by electronic funds transfer of immediately available funds, to an account or accounts designated by Seller, a one-time cash payment in an amount equal to the Earnout Amount.
Seller may deliver written notice to Buyer of any dispute Seller has with respect to the amounts stated in the Closing Statement or in the calculation of the Earnout Amount (any such written notice, an “Objection Notice”) within the time period specified in Section 2.4(d).