Earn-Out Statement. Within twenty (20) business days after the expiration of the Earn-Out Period, the Buyer shall furnish to the Company Stockholder Representative (i) a statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination of the applicable Earn-Out Amount, if any, for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s receipt of the Earn-Out Statement, the Company Stockholder Representative delivers written notice to the Buyer (the “Earn-Out Dispute Notice”) setting forth in reasonable detail any and all items of disagreement related to the Earn-Out Statement (each, an “Item of Dispute”), then the Earn-Out Statement shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h).
Earn-Out Statement. Within ninety (90) days after the end of the Earn-Out Period, Parent shall calculate Acquiror’s EBITDA for the Earn-Out Period and shall deliver to the Transferors a report setting forth in reasonable detail the amount of Acquiror’s EBITDA for the Earn-Out Period. The written report delivered to the Transferors shall be accompanied by documentation appropriate to support the calculation of Acquiror’s EBITDA for the Earn-Out Period. The written report and the accompanying back-up documentation for the Earn-Out Period are collectively referred to herein as the “Earn-Out Statement”. The Earn-Out Statement shall be used for purposes of determining whether the Earn-Out Payment is to be made to the Transferors in accordance with Section 2.8(a) above.
Earn-Out Statement. Within ninety (90) days after the end of the Earn-Out Period, Parent shall calculate Acquiror’s EBITDA for the Earn-Out Period and shall deliver to Nightlife a report setting forth in reasonable detail the amount of Acquiror’s EBITDA for the Earn-Out Period. The written report delivered to Nightlife shall be accompanied by documentation appropriate to support the calculation of Acquiror’s EBITDA for the Earn-Out Period, which shall include a statement by the Chief Financial Officer of Parent that the calculation was made in accordance with the terms of this Agreement. The written report and the accompanying back-up documentation for the Earn-Out Period are collectively referred to herein as the “Earn-Out Statement”. The Earn-Out Statement shall be used for purposes of determining whether the Earn-Out Payment is to be made to Nightlife in accordance with Section 2.8(a) above.
Earn-Out Statement. As promptly as practical after the end of an Earn-Out Period, but not later than 90 calendar days after the last day of the applicable Earn-Out Period, Buyer will prepare and deliver, or cause to be prepared and delivered, to the Seller Representative, a written statement setting forth (i) the Buyer’s calculation (supported by a breakdown in reasonable detail) of EBITDA for such Earn-Out Period, and (ii) based upon Buyer’s calculation of EBITDA, the applicable Earn-Out Payment owing with respect to such Earn-Out Period (each, an “Earn-Out Statement”); provided, however, that if Entravision has not filed its Form 10-K for the applicable Earn-Out Period with the SEC as of the date that is 90 calendar days after the last day of the applicable Earn-Out Period, then Buyer will be required to deliver the Earn-Out Statement within 10 calendar days of the filing of such Form 10-K with the SEC. Exhibit I attached hereto includes, for illustrative purposes, an example of calculation of an Earn-Out Payment based on the figures resulting from the Annual Budget for year 2021 agreed by the Parties and attached as Exhibit A-4.
Earn-Out Statement. (a) At least thirty (30) days prior to the last day of each of the 2011 Earn-Out Period and 2012 Earn-Out Period, Parent shall, at its expense, prepare, submit and deliver to Sellers’ Representatives a draft statement setting forth in writing and in reasonable detail, including information by property and category of revenue, Parent’s good faith calculation of the Management Earn-Out Revenues for the period between the Closing Date and September 30, 2011 with respect to the 2011 Earn-Out Period and the nine-month period ended September 30, 2012 with respect to the 2012 Earn-Out Period.
Earn-Out Statement. (a) Within thirty (30) days after December 31, 2001, Purchaser shall prepare and deliver to the Sellers Representative, at Purchaser's expense, a consolidated balance sheet and statement of earnings for the Company and the Subsidiaries as of and for the twelve-month period ended December 31, 2001 (collectively, the "Earn-Out Statement"), including a calculation of (i) Net Revenues and Pretax Profits, which shall be prepared in accordance with GAAP and the past practices of the Company and the Subsidiaries, except as set forth on Schedule 2.4, and (ii) B2B Trades and B2C Trades, which shall be prepared in accordance with the past practices of the Company and the Subsidiaries. Together with the Earn-Out Statement, Purchaser shall make available to the Sellers Representative the work papers and back-up materials used by Purchaser in preparing the Earn-Out Statement and shall promptly make available such other documents as the Sellers Representative may reasonably request in connection with his review of the Earn-Out Statement. Any information supplied to the Sellers Representative by Purchaser to enable the Sellers Representative to prepare the Earn-Out Statement shall be maintained by the Sellers Representative and Sellers in strict confidence and shall not be disclosed to any Person (other than their accountants, lawyers and other representatives who need to know such information) or used by the Sellers Representative or Sellers for any purpose, except in each case in connection with the matters specifically covered by this Section 2.4.
Earn-Out Statement. As promptly as reasonably practicable and in any event no later than five (5) Business Days after delivery to the Acquiror of copies of the completed and closed books and records of the Surviving Company and the audited financial statements by the Surviving Company (each in a form reasonably satisfactory to the Acquiror and the Shareholder Representative), with respect to the twelve-month period ending December 31, 2010, the Acquiror shall prepare, or cause to be prepared, and deliver to the Shareholder Representative a detailed statement (the “Earn-Out Statement”) (i) containing its calculation of the amount of PV Commercial Revenue, Commercial Gross Margin and the Additional Consideration, if any, in each case prepared in accordance with this Section 2.3 and Schedule 2.3(b), and (ii) reflecting adjustment, if any, to the Additional Consideration as a result of the Acquiror’s exercise of its rights of offset under Article IX.
Earn-Out Statement. On or before April 1 of each year in respect of the immediately preceding calendar year of the Earn Out Period, the Buyer shall prepare and deliver to the Parent a statement setting forth a calculation of the Adjusted EBITDA for the previous calendar year, and the Earn Out Payment payable hereby, together with a certificate of a duly authorized officer of the Buyer certifying the foregoing (the “Full Year Earn Out Statement”). If a Change of Control has occurred prior to December 31, 2012, within 30 days following the event giving rise to a Change of Control, the Buyer shall prepare and deliver to the Parent a statement setting forth a calculation of the Projected Adjusted EBITDA, and the Earn Out Payment payable hereunder, together with a certificate of a duly authorized officer of the Buyer certifying the foregoing (the “Projected Earn Out Statement”). The Full Year Earn Out Statement or the Projected Earn Out Statement, shall be referred to as the “Earn Out Statement”. Such Earn Out Statement shall be prepared (A) in a manner consistent with Section 2(c) of the Disclosure Schedule, which sets forth an example of the calculation of Adjusted EBITDA for the calendar year ending December 31, 2005 and (B) in accordance with GAAP consistent with the Most Recent Financial Statements. The Buyer shall also prepare and deliver to the Parent (I) a preliminary draft of the Earn Out Statement on or before February 15 of each year in respect of the immediately preceding calendar year, which draft shall be non-binding and subject to change in the Buyer’s reasonable discretion, and (II) the audited financial statements of Buyer for each twelve-month period beginning on January 1 and ending as of and through December 31 for each calendar year during the Earn Out Period (the “Twelve-Month Financial Statements”), on or before March 15 of the following year.
Earn-Out Statement. (i) Within 60 days following the end of each Contract Year, Purchaser shall prepare and deliver to Seller a statement (each, an “Earn-Out Statement”) setting forth Purchaser’s determination of Earn-Out Consideration, including the Total Processing Revenue, Net Energy Cost, Other Variable Costs, Fixed Costs and the components thereof, for such Contract Year.
Earn-Out Statement. Within ninety (90) days after the end of the Earn-Out Period, Parent shall calculate Acquiror’s EBITDA for the Earn-Out Period and shall deliver to the Transferors a report setting forth in reasonable detail the amount of Acquiror’s EBITDA for the Earn-Out Period (the “Earn-Out Statement”).
