Examples of Earnout Year in a sentence
On or before April 15th of the calendar year following the applicable Earnout Year, Buyer shall provide Appointed Agent with an unaudited income statement of Buyer with respect to such applicable Earnout Year, together with a calculation of the Earnout Actual Net Sales, Earnout Actual Gross Profit, Earnout Actual Factor, Earnout Annual Ratio for such applicable Earnout Year and, in the case of the third Earnout Year, the Earnout Aggregate Ratio (the “Preliminary Earnout Statement”).
On or before the fifth Business Day following the determination of the Final Earnout Statement with respect to the third Earnout Year, Buyer shall pay to Seller an amount equal to $1,000,000 if the Earnout Aggregate Ratio reflected on such Final Earnout Statement is not less than 1.25.
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.
Sellers shall ensure that the Net Profit for each Initial Earnout Year and each Extended Earnout Year calculated pursuant to the then effective IFRS is a positive figure.
Each Earn-out Payment shall be paid by or on behalf of Purchaser in immediately available funds by wire transfer to an account of the Sellers with a bank designated by the Sellers, by notice to Purchaser, which notice shall be delivered not later than two Business Days following the determination of Final Cobalt Revenue for a given Earn-out Year (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount).