EBITDA Earn definition
Examples of EBITDA Earn in a sentence
The provisions set out in clause 13.2.4 shall apply in case the Sellers’ Representative provides a Notice of Objection to the Buyer’s draft EBITDA Earn Out Calculation.
To the extent the Buyer’s draft EBITDA Earn Out Calculation provides for an Earn Out Payment to be paid in accordance with this clause 6.2, the Buyer shall make such payment when delivering the draft EBITDA Earn Out Calculation to the Sellers’ Representative (see clause 6.2.3).
Any additional Earn Out Payment including Interest, if any, shall be paid within 10 Business Days after such point in time where all Objections to the Buyer’s draft EBITDA Earn Out Calculation, if any, have been finally resolved in accordance with the provisions set out in clause 13.2.
The Seller shall have thirty (30) days to review the EBITDA Earn Out Notice and provide the Buyer with notice of any dispute the Seller may have with the calculation of the EBITDA for the calendar quarter set forth therein.
Accordingly, the Sellers shall be entitled to a linear Earn Out Payment of USD 0.85227 for every DKK 1 consolidated EBITDA of the Group exceeding the EBITDA Threshold during the EBITDA Earn Out Period up to a maximum Earn Out Payment with respect to the EBITDA Earn Out of USD 15,000,000 if the EBITDA Target is met or exceeded.
Unless the Stockholders’ Representative delivers written notice to Parent on or prior to the thirtieth (30th) day after the Stockholders’ Representative’s receipt of an EBITDA Earn Out Notice specifying in reasonable detail all items disputed by the Stockholder Representative in good faith and the basis therefor (an “Earn Out Dispute Notice”), the Stockholder Representative shall be deemed to have accepted and agreed to the EBITDA amount specified in such EBITDA Earn Out Notice.
If Company achieves total EBITDA growth over the previous twelve month period of 5%, it will be eligible to receive 1/2 of the EBITDA Earn Out.
No later than forty-five (45) days after each EBITDA Earn Out Notice Date, Parent shall deliver a notice to the Stockholders’ Representative (each such notice, an “EBITDA Earn Out Notice”) specifying the calculation of the cumulative EBITDA amount for the applicable portion of the respective Earn Out Measurement Period.
In the event that the Stockholders’ Representative shall dispute Parent’s calculation of EBITDA contained in an EBITDA Earn Out Notice, Parent and the Stockholders’ Representative shall settle any such dispute in accordance with the procedures set forth in Section 2.03(c).
If the EBITDA Statement results in the EBITDA Earn Out being SEK one (1) million, but the statement pursuant to Clause 4.2.5 results in the EBITDA Earn Out being SEK three (3) million, and the decision of the Third Party Auditor results in the EBITDA Earn Out being SEK two and a half (2.5) million, then the Purchaser shall bear 75% and the Seller 25% of the fees of the Third Party Auditor.