Gross Profit Statement definition
Examples of Gross Profit Statement in a sentence
If, at the end of such period, Buyer and Manufacturer are unable to resolve any disagreements as to items in the Gross Profit Statement, then the Parties shall engage KPMG LLP (the “Auditor”) to resolve any remaining disagreements.
If any notice of disagreement is timely provided in accordance with this Section 4.4(c), Buyer and Manufacturer shall each use commercially reasonable efforts for a period of fifteen (15) calendar days thereafter (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations in the Gross Profit Statement.
Within fifteen (15) calendar days after Buyer’s receipt of the Gross Profit Statement, Buyer shall notify Manufacturer in writing as to whether Buyer agrees or disagrees with the Gross Profit Statement, which notice, in the case of a disagreement, shall set forth in reasonable detail the particulars of such disagreement.
In the event that Buyer does not provide a notice of disagreement within such fifteen (15) calendar day period, then Buyer shall be deemed to have accepted the calculations and the amounts set forth in the Gross Profit Statement delivered by Manufacturer, which shall be final, binding and conclusive for all purposes hereunder.
Thereafter, Manufacturer will provide Buyer and its accountants with access to the records and employees of Buyer, to the extent reasonably related to Buyer’s evaluation of the Gross Profit Statement, the calculation of the Gross Profit or the resolution of any dispute with respect thereto.
The Auditor shall be charged with determining as promptly as practicable, but in any event within thirty (30) calendar days after the date on which such dispute is referred to the Auditor, whether the actual Gross Profit as set forth in the Gross Profit Statement was prepared in accordance with this Agreement whether and to what extent the actual Gross Profit requires adjustment.
The fees and expenses of the Independent Accounting Firm incurred in resolving the dispute shall be borne by Orthodyne, unless the final determination of Gross Profit, after resolution of such dispute, exceeds the Company’s calculation of Gross Profit set forth on the Gross Profit Statement by more than 5%, in which case such fees and expenses shall be borne by the Company.
The Gross Profit set forth in such Gross Profit Statement shall become final and binding upon the Parties 10 Business Days following Orthodyne’s receipt thereof unless Orthodyne gives written notice of their disagreement to the Company prior to such date, setting forth in reasonable detail the basis for such disagreement.
Payees and their Representatives will provide Maker and its Representatives with reasonable access to the books and records, personnel and properties of the Lighthouse Companies, and any other information of the Lighthouse Companies, that Maker reasonably requests in connection with Maker’s preparation of each Gross Profit Statement.
If the Gross Profit Statement by Product Line reflects that the Gross Profit for the fiscal year ended December 31, 2018 was equal to or in excess of the Target Gross Profit, then, within ten (10) days following the delivery of the Gross Profit Statement by Product Line, Purchaser shall pay, by wire transfer of immediately available funds to the account(s) designated in writing by the Sellers, the Gross Profit Earnout Amount, allocated between the Sellers in proportion to their Percentage Interests.