Earnout Payment definition
Examples of Earnout Payment in a sentence
If Seller delivers a Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then Buyer and Seller shall discuss the Calculations and negotiate in good faith for up to thirty (30) days after delivery of the Calculation Objection Notice (the “Discussion Period”) to resolve the disputed items and agree upon the resulting amount of the Earnout Payment.
For the avoidance of doubt, Purchaser’s obligation to pay the Revenues Earnout Payment shall be subject to the Revenues Earnout Conditions and the Earnout Maximum.
Failure of Buyer to timely deliver the Earnout Statement shall not, in and of itself, be deemed to indicate that Seller is entitled to the Earnout Payment.
Purchaser shall pay the undisputed portion of the Revenues Earnout Payment, if any, for the Earnout Period by no later than March 16, 2026.
The Accounting Firm, acting as experts and not as arbitrators, shall determine, only with respect to the remaining Disputed Items so submitted, whether and to what extent, if any, the Earnout Payment set forth in the Earnout Statement requires adjustment.