Examples of Earnout Amounts in a sentence
During the period from the Closing Date through December 31, 2008, Purchaser shall track Revenue in such a manner as to allow for the calculation of the Earnout Amounts and shall provide the Key Employees and their leverage personnel with financial and administrative support no less favorable than such support provided to similarly situated employees of Purchaser.
For simplicity, this decision refers to the former as the “Closing Date Adjustment” and the latter as the “Earnout Amounts.” These are labels of convenience and do not alter the treatment of the amounts under the Purchase Agreement.The Purchase Agreement capped the Earnout Amounts.
If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Earnout Calculation Objections before expiration of the Earnout Resolution Period, then any dollar amounts remaining in dispute (“Disputed Earnout Amounts”) shall be submitted for resolution to the Independent Accountant, who, acting as experts and not arbitrators, shall resolve the Disputed Earnout Amounts only and make any adjustments to the Earnout Calculation Statement.
It states, in relevant part, that the parties agree “to have all disputes regarding Net Revenue and the Earnout Amounts (as those terms are used in Section 1.6 of the Purchase Agreement) proceed before JAMS, rather than before an Independent Auditor as provided in the Purchase Agreement.” (E-mail of March 20, 2017.) Neither the arbitration clause itself nor the e-mail chain in which it was included refer to the MSA or to Gruner’s employment at any point.
The Deferred Purchase Price, the Net Proceeds Earnout Amounts, and the Milestone Payments constituted deferred consideration that might be received over time.