Calculation of Earnout Payments Sample Clauses

Calculation of Earnout Payments. As soon as practicable after June 30, 2001, and in any event no later than August 15, 2001, Purchaser shall deliver to the Company Representative (defined below) its calculation of the Earnout Payments. Purchaser shall make the books and records of Purchaser available to the Company Representative and its representatives at all reasonable times with respect to the matters affecting these calculations. If within thirty days following delivery of the calculations, the Company Representative has not given Purchaser notice of its objection to any such calculations (such notice must contain a statement of items described with reasonable specificity to which the Company Representative objects and specific facts as to the reason for the Company Representative's objection, and identify the amounts in dispute), then Purchaser's calculations will be a final determination, binding and conclusive on the Parties. If the Company Representative gives such notice of objection, then Purchaser and the Company Representative will attempt to resolve any disagreements. If any such disagreements are not resolved by the Purchaser and the Company Representative within thirty days following the receipt by Purchaser of the Company Representative's objections, (i) the issues in dispute will be submitted to a "Big Five" auditing firm reasonably acceptable to Netzee and the Company Representative (the "DISPUTES AUDITOR") for resolution; (ii) each will furnish to the Disputes Auditor such work papers and other documents and information relating to the disputed issues as the Disputes Auditor may request and are available to it (or its independent public accountants), and Purchaser and the Company Representative will be afforded the opportunity to present to the Disputes Auditor any material relating to the determination and to discuss the determination with the Disputes Auditor; (iii) the determination by the Disputes Auditor, as set forth in a notice delivered to both parties by the Disputes Auditor, will be a final determination, binding and conclusive on the Purchaser and the Company Representative; and (iv) Purchaser will bear a percentage of the fees of the Disputes Auditor which equals the percentage of the total amount disputed by the Company Representative which is awarded to the Company Representative by the Disputes Auditor, and the Company Representative will bear the balance of such fees. The "COMPANY REPRESENTATIVE" shall be Robexx X. Xxxxxxxx, Xx., xx any successor appoint...
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Calculation of Earnout Payments. No later than ten (10) business days following the date on which Wackenhut is required to file its annual report on Form 10-K with the SEC for any fiscal year on account of which an Earnout Payment may be due, Wackenhut shall prepare and deliver to the Companies a certificate, verified as to accuracy by the Wackenhut Accountants (the "Earnout Certificate") (i) attaching a copy of the audited financial statements of the Wackenhut Subsidiaries for such fiscal year, (ii) setting forth the EBIT, Base EBIT and Incremental EBIT of the Wackenhut Subsidiaries for such fiscal year, and (iii) designating the Earnout Payment, if any, payable by the Wackenhut Subsidiaries to the Companies on account of such fiscal year. If within ten (10) business days after the Earnout Certificate is delivered to the Companies, the Companies shall not have given written notice to Wackenhut setting forth in detail any objection of the Companies to the Earnout Payment, then such determination of the Earnout Payment shall be final and binding on the parties hereto. In the event that the Companies, within such 10 business day period following delivery of the Earnout Certificate, give written notice to Wackenhut of any objection to such determination of the Earnout Payment, Wackenhut and the Companies shall endeavor to reach agreement on all differences within the 10 business day period following the giving of notice by the Companies of their objection. To the extent that any portion of the Earnout Payment is undisputed by the parties at the end of the 10 business day period following the giving of the notice of objection, such undisputed portion shall be paid, without interest, at that time. If the parties are unable to reach agreement within such 10 business day period, then the matter shall be submitted to the Independent Accountants for determination of the Earnout Payment due to the Companies on account of such fiscal year, which determination shall be final and binding on the parties. In connection with the resolution of any dispute, each party shall pay its own fees and expenses, including, without limitation, their own legal, accounting and consultant fees and expenses; PROVIDED, HOWEVER, that Wackenhut shall pay fifty percent (50%) of the cost and expenses of the Independent Accountants and the Companies and Shareholders, jointly and severally, shall pay the other fifty percent (50%) of the cost and expenses of the Independent Accountants. If the actual Earnout Payment determined...
Calculation of Earnout Payments. The amount of each Earnout Payment, if any, shall be calculated and agreed upon by the Parties as follows:
Calculation of Earnout Payments. The Earnout Payment for each Earnout Period (as defined below) shall be an amount equal to (i) .05 multiplied by (ii) Seller Revenue for the applicable Earnout Period.
Calculation of Earnout Payments. As soon as practicable following (i) December 31, 2000 with respect to the 2000 Earnout Payment and (ii) December 31, 2001 with respect to the 2001 Earnout Payment, and in any event before April 1 of the following year, Purchaser shall deliver to the Company Representative (defined below) its calculation of the 2000 Earnout Payment, or 2001 Earnout Payment, as applicable. Purchaser shall make the books and records of Purchaser available to the Company Representative and its representatives at all reasonable times with respect to the matters affecting these calculations. If within thirty days following delivery of the calculations, the Company Representative has not given Purchaser notice of its objection to any such calculations (such notice must contain a
Calculation of Earnout Payments. (i) Each of the Earnout Payments shall be calculated by Purchaser in accordance with Schedule 11.02(c) and a copy of the calculation thereof (each an "Earnout Statement") shall be delivered by Purchaser to Seller as soon as practicable following the applicable calculation date for each Earnout Payment, but not later than 30 days thereafter. At such time, Purchaser shall deliver to Seller a certificate certifying that the Earnout Statement was prepared in accordance with the standards set forth on Schedule 11.02(c). The Seller Parties shall give Purchaser access to any and all data necessary to prepare the Earnout Statements. The Managing Director and other Founder Shareholders who are employees of Purchaser as of the payment date of such Earnout Payments shall have the right to participate with the representatives of Purchaser in the process of preparing the Earnout Statements and shall have access to all data, schedules and work papers used by Purchaser in preparing the Earnout Statements.
Calculation of Earnout Payments. (a) Not later than 15 days following receipt by Serologicals of the financial statements of the Surviving Corporation as of and for the year ended December 31, 2001 and not later than 15 days following receipt by Serologicals of the financial statements of the Surviving Corporation as of and for the calendar quarter ended March 31, 2002, Serologicals shall prepare and submit to the Partner Representative a statement setting forth, in reasonable detail, Serologicals' calculation of the Actual Sales Revenue, the Gross Margin Percentage and the Sales Earnout Payment (if any) for the year or quarter then ended, together with reasonably detailed support for such calculation.
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Calculation of Earnout Payments. (i) Provided that the Revenue of the Company as determined in accordance with GAAP for the period beginning on January 1, 2007 and ending on the Closing Date, combined with the Revenue of the Surviving Company as determined in accordance with GAAP and accounting policies and procedures consistent with those employed in preparation of Parent’s publicly filed financial statements for the year ended December 31, 2007 is equal to the dollar amount set forth below under the caption “Revenue,” Parent will issue Shareholder the number of shares of Parent Common Stock set forth opposite the corresponding Revenue amount under the caption “Number of Shares” below. Revenue Number of Shares $2,500,000 to $2,749,999 20,000 $2,750,000 to $2,999,999 25,000 $3,000,000 to $3,249,999 30,000 $3,250,000 to $3,499,999 37,500 $3,500,000 or more 50,000
Calculation of Earnout Payments. (i) Provided that the Purchaser subsidiary operating the Business of the Company after the consummation of the purchase and sale of the Company Shares (the “LC Subsidiary”) and the Company have combined revenue for the year ended December 31, 2008 at least equal to $3,500,000 (the “2008 Revenue Threshold”), Purchaser will issue the Shareholders an aggregate of 30,000 unregistered shares of Purchaser Common Stock. For each additional $500,000 in incremental revenue of the LC Subsidiary and the Company for calendar year 2008, over the 2008 Revenue Threshold, Purchaser will issue the Shareholders an aggregate of 9,000 additional unregistered shares of Purchaser Common Stock up to a maximum of 183,000 shares for corresponding revenue of $12,000,000 or more.
Calculation of Earnout Payments 
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