Earnout Certificate definition

Earnout Certificate shall have the meaning set forth in Section 1.7(e) of this Agreement.
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Earnout Certificate has the meaning set forth in Section 2.4(a).
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Earnout Certificate has the meaning set forth in Section 2(g)(i).
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Examples of Earnout Certificate in a sentence

  • If the Sellers disagree with Purchaser’s calculation of Cobalt Revenue for such Earn-out Year, the Sellers may, within 30 days after delivery of the Earn-out Certificate, deliver a notice to Purchaser disagreeing with such calculation.

  • If the Sellers do not so notify Purchaser of a dispute with respect to the Earn-out Certificate within such 30-day period, the Earn-out Certificate will be final, conclusive and binding on the parties.

  • Any such notice of disagreement shall specify those items or amounts as to which the Sellers disagree, and the Sellers shall be deemed to have agreed with all other items and amounts contained in the Earn-out Certificate.

  • Tempo has complied, and to the knowledge of Tempo, all members of Tempo have in all material respects complied, with their respective obligations, if any, under Section 9.01 of the Tempo LLCA (including to timely notify Tempo of any Liquidity Event and maintain information necessary to permit Tempo to calculate all amounts required to be included in any Earnout Certificate).

  • Such Earnout Payments shall be delivered to the Escrow Agent or paid to the Constituents in accordance with Section 1.5(a), as the case may be, within the later of (i) ninety (90) days after the Parent’s delivery to the Stockholder Representatives of the applicable Earnout Certificate, or (ii) if disputed pursuant to Section 1.7(f) below, ten (10) Business Days after final determination of the applicable Earnout Payment pursuant to the provisions of Section 1.7(f).

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  • The fees and disbursements of the Accountants under this Section 1.7(f)(ii) will be deducted from the Earnout Payments (and borne by the Stockholder Representatives if there are no Earnout Payments), unless it is determined that (A) the Earnout Certificate understated the applicable Earnout Payment for the period in question by $100,000 or more or (B) Parent acted in bad faith with respect to such understatement, in either which case such fees and disbursements will be borne exclusively by Parent.

  • Buyer shall prepare and deliver to Sellers a certificate (the "Earnout Certificate") stating such revenues and adjustments.

  • If the Stockholders' Representative disputes the amount of EBITDA or the Earnout Amount set forth in the Earnout Certificate, then the Stockholders' Representative and his professional advisors shall have the right, at Stockholders' Representative's expense, to review the Buyer's calculations of EBITDA and the Earnout Amount.

  • As of the date hereof, such Tempo Blocker has complied in all material respects with its obligations under Section 9.01 of the Tempo LLCA or the equivalent provisions of the organizational documents applicable to such Tempo Blocker (including to timely notify Tempo of any Liquidity Event and to maintain information reasonably necessary to permit Tempo to calculate all amounts required to be included in any Earnout Certificate).


More Definitions of Earnout Certificate

Earnout Certificate shall have the meaning set forth in Section 1.8(g).
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Earnout Certificate has the meaning set forth in Section 2.06(h).
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Earnout Certificate as defined in Section 2.8(d)(i).
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Related to Earnout Certificate

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Gift certificate means a merchandise certificate conspicuously designated as a gift certificate, and purchased by a buyer for use by a person other than the buyer.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Final Test Certificate means the final test certificate issued by the owner within the provisions of the contract.

  • Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-22 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Vesting Certificate shall have the meaning specified in Section 16.5;

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Credit certificate means a certificate issued by the allocating agency to a taxpayer that specifies the amount of affordable housing tax credits that can be applied against the taxpayer’s individual or corporate income tax, or franchise, captive insurance premium, or insurance premium tax liability as provided in this subchapter.

  • Company Stock Certificate has the meaning set forth in Section 1.6.

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Class A-S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto.

  • Tax credit certificate means a certificate issued by the office that:

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Class ___ Certificate Any one of the Certificates executed and authenticated by the Trustee or the Authenticating Agent on behalf of the Depositor in substantially the form set forth in Exhibit ____ hereto.