Earnout Objection definition

Earnout Objection has the meaning set forth in Section 9.4(b).
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Earnout Objection has the meaning set forth in the Prior Purchase Agreements.
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Earnout Objection is defined in Section 2.7.2.
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Examples of Earnout Objection in a sentence

  • If the Sellers’ Representative fails to deliver the Earnout Objection Notice within such seven-day period, the Net Profit set forth in the Earnout Notice shall be final and binding on all parties, including the Sellers’ Representative and Sellers.

  • Frontage Labs and Representative will cooperate in good faith for the 30-day period following receipt by Frontage Labs of the Earnout Objection Notice to attempt to resolve any objections raised in the Earnout Objection Notice.

  • The Parties shall negotiate in good faith to reach agreement resolving all disputes in the Earnout Objection within 30 days after its delivery.

  • Failure by Seller to deliver an Earnout Objection within such 30-day period shall be deemed to be Seller’s acceptance of the Earnout Statement as the Final Earnout Statement.

  • If, within seven days of the date of receipt by Buyer of the Earnout Objection Notice, Buyer and Sellers’ Representative are unable to reach an such agreement, they shall promptly thereafter submit the dispute to independent accountants of nationally recognized standing reasonably satisfactory to both Buyer and Sellers’ Representative (the “Auditor”), who shall resolve finally and exclusively any such dispute.

  • The answer will be scored as either a Yes or No. No points will be awarded.• Quality (Totality of features and characteristics of a service, project or product that indicated its ability to satisfy the requirements of the grant program).

  • In making such calculation, the Auditor shall consider only those items and amounts in the calculation of the Net Profit which are identified in the Earnout Objection Notice as being items as to which Sellers’ Representative has disagreed and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

  • The failure of Representative to deliver an Earnout Objection Notice within the Earnout Objection Period shall constitute the acceptance by Representative (on behalf of the Sellers) of the Adjusted EBITDA calculation and the amount of Earnout Consideration (and if applicable, the Earnout Bonus Payment) set forth in the Earnout Notice whereupon such amounts shall be final, binding and conclusive for all purposes hereunder.

  • If any objections raised by Representative in its Earnout Objection Notice are not resolved within the 30-day period following the receipt by Frontage Labs of the Earnout Objection Notice, then Frontage Labs and Representative shall submit the objections that are then unresolved to a nationally recognized accounting firm with expertise in accounting matters reasonably acceptable to Frontage Labs and Representative (the “ Neutral Accountant”).

  • If an Earnout Objection Notice is timely delivered by Sellers’ Representative pursuant to Section 5(b), Buyer and Sellers’ Representative shall negotiate in good faith to agree upon the disputed items and/or amounts.


More Definitions of Earnout Objection

Earnout Objection has the meaning set forth in Section 1.14(b).
Sample 1

Related to Earnout Objection

  • Plan Objection Deadline means the deadline established by the Bankruptcy Court for filing objections to confirmation of the Plan.

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Objection Period has the meaning set forth in Section 2.4(d).

  • Claims Objection Deadline means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of the deadline to object to Claims or Interests.

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Notice of Objection has the meaning set forth in Section 2.4(c).

  • Statement of Objections has the meaning set forth in Section 2.04(c)(ii).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Objection Date means the date by which Settlement Class Members must mail their objection to the settlement for that objection to be effective. The postmark date shall constitute evidence of the date of mailing for these purposes.

  • Claims Objection Bar Date means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

  • Objection Deadline means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections, if any, to the Settlement to be able to object to the Settlement. The Objection Deadline shall be no later than 30 days before the Final Approval Hearing.

  • Material Objection Notice has the meaning set forth in Section 4.2 of this Agreement.

  • Dispute Notice has the meaning set forth in Section 2.7(b).

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Objections means any objection, application, motion, complaint or any other legal proceeding seeking, in whole or in part, to disallow, determine, liquidate, classify, reclassify, or establish the priority, expunge, subordinate or estimate any Claim (including the resolution of any request for payment of any Administrative Claim).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Step-Out Notice has the meaning given to it in Section 8.1.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

  • Review Period has the meaning set forth in Section 2.04(c)(i).