Earnout Report definition

Earnout Report has the meaning set forth in Section 3.6(b).
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Earnout Report has the meaning specified in Section 1.6 above.
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Earnout Report. Section 3.2(a)
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Examples of Earnout Report in a sentence

  • The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earnout Report or any more favorable to the Representative than is proposed in the Earnout Objections Statement.

  • If Seller disputes the Earnout Report within such thirty (30) day period, Buyer and Seller shall negotiate in good faith for a period of up to thirty (30) days in an effort to mutually agree upon the amount of the relevant Earnout payment.

  • If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day period, then the calculation of the Net Sales and the resulting Earnout Amount set forth in the Earnout Report shall become final and binding on all Parties.

  • In the event that Seller has any dispute with the Earnout Report, Seller shall notify Buyer in writing within thirty (30) days following receipt of the Earnout Report.

  • If the Representative has any objections to the calculation of the Net Sales and the resulting Earnout Amount, then the Representative will deliver a detailed written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery of the Earnout Report.

  • In the event that the Seller has any dispute with the Earnout Report, Seller shall notify Buyer in writing within thirty (30) days following receipt of the Earnout Report.

  • Broadspire contends that Lumbermens did not file valid Disagreement Notices and has thus failed to satisfy a necessary precondition to bringing the 3 At the time, the parties were in § 3.4 arbitration regardinga fifth price dispute, over Broadspire’s 2004 Earnout Report.

  • The amount of any earn-out payment shall be deemed to be finally determined upon the earliest of (i) Seller’s written acceptance of the Earnout Report; (ii) Seller’s failure to dispute the Earnout Report within the 30 day period set forth above; (iii) the mutual agreement of Buyer and Seller; or (iv) the Independent Accountant’s determination.

  • Notwithstanding the foregoing, Seller shall have no right to review Buyer’s books and records in connection with any Earnout Report to the extent that such Earnout Report provides for payment of the maximum potential earn-out payment.

  • In connection with any Earnout Report, Buyer shall, upon request of Seller, promptly make available to Seller or its Representatives Buyer’s Records reasonably necessary to calculate the Earnout Base Revenues and reasonably cooperate with Seller and its Representatives in their review thereof for the purpose of determining the achievement of any earn-out milestones (including any determination of Earnout Base Revenues) or the amount of any earn-out payment that may be due.


More Definitions of Earnout Report

Earnout Report has the meaning set forth in Section 2.8(e).
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Earnout Report shall have the meaning set forth in Section 2.2(b).
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Earnout Report as defined in Section 1.6(c)(i).
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Earnout Report shall have the meaning set forth in Section 1.12(b) (Earnout Consideration).
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Earnout Report shall have the meaning set forth in Section 1.8(c).
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Earnout Report has the meaning set forth in Section 2(f).
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Related to Earnout Report

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

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

  • Quarterly Financial Statements is defined in Section 6.2(a).

  • Target Financial Statements has the meaning set forth in Section 3.4.

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

  • GLJ Report means the independent engineering reserves evaluation of certain oil, NGL and natural gas interests of the Company prepared by GLJ dated February 11, 2022 and effective December 31, 2021.

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

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

  • Monthly Financial Statements is defined in Section 6.2(c).

  • MI Report means a report containing Management Information submitted to the Authority in accordance with Framework Schedule 8 (Management Information);

  • Most Recent Financial Statements has the meaning set forth in Section 4(g) below.

  • Audited financial report means and includes those items specified in Section 5 of this regulation.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Audited financial statement means a financial statement audited by an outside accounting firm.

  • Company Financial Statements has the meaning set forth in Section 3.6(a).

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

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • ESDM Report means the Emission Summary and Dispersion Modelling Report prepared in accordance with the Procedure Document by Christopher Scullion, Church and Trought Inc. and dated December 1, 2009 submitted in support of the application, and includes any amendments to the ESDM Report listed in Schedule A and all up-dated ESDM Reports prepared as required by the Documentation Requirements conditions of this Certificate.

  • Initial Financial Statements means (a) the audited annual Consolidated financial statements of Borrower dated as of December 31, 2009, and (b) the unaudited quarterly Consolidated financial statements of Borrower dated as of March 31, 2010.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Year-End Financial Statements has the meaning set forth in Section 3.06.

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • Quarterly Statement means the quarterly statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar authority) to be used for filing quarterly statutory financial statements and shall contain the type of financial information permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.

  • Parent Financial Statements has the meaning set forth in Section 4.6(a).

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.