Calculation of Earnout Payments Sample Clauses

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. (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. (b) Within 20 days following the last day of each fiscal quarter during the Technology Earnout Term or the last day of the Technology Earnout Term, if other than the last day of a fiscal quarter, Serologicals shall prepare and submit to the Partner Representative a statement setting forth, in reasonable detail, Serologicals' calculation of the Technology Earnout Payment for the calendar year-to-date period ending on the last day of such immediately preceding calendar quarter, together with reasonably detailed support for such calculations (including any calculations of the items described in Section 2.3 of this Earnout Agreement). (c) If the Partner Representative disputes the correctness of Serologicals' calculation of any Earnout Payment or any amount necessary to compute any Earnout Payment, the Partner Representative shall notify Serologicals of the objections within 15 business days of receipt of Serologicals' calculation of the Earnout Payment. If the Partner Representative fails to deliver such notice of objections within such time, the Partners shall be deemed to have accepted Serologicals' calculation. The parties shall endeavor in good faith to resolve any disputed matters within 5 business days after the receipt of a notice of objections. If the parties are unable to resolve all of the items that were identified in the notice of objection, Serologicals and the Partner Representative will jointly retain the Firm to resolve any disagreements. Serologicals and the Partner Representative will direct the Firm to render a determination as soon as practicable and Serologicals, the Partner Representative, and their respective agents will cooperate with the Firm during its engagement. The Firm will determine the actual amount of the Earnout Payments for the applicable period in accordance...

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) 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. (ii) Provided that the Company and the LC Subsidiary have combined earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the year ended December 31, 2008 at least equal to $50,000 (the “2008 EBITDA Threshold”), Purchaser will issue the Shareholders an aggregate of 10,000 unregistered shares of Purchaser Common Stock. For each additional $50,000 in incremental EBITDA of the LC Subsidiary and the Company for calendar year 2008, over the 2008 EBITDA Threshold, Purchaser will issue the Shareholders an aggregate of 5,000 additional unregistered shares of Purchaser Common Stock up to a maximum of 220,000 shares for corresponding EBITDA of $2,150,000 or more. (iii) Provided that the LC Subsidiary has revenue for the year ended December 31, 2009 at least equal to $8,000,000 (the “2009 Revenue Threshold”), Purchaser will issue the Shareholders an aggregate of 111,000 unregistered shares of Purchaser Common Stock. For each additional $500,000 in incremental revenue of the LC Subsidiary for calendar year 2009, over the 2009 Revenue Threshold, Purchaser will issue the Shareholders an aggregate of 9,000 additional unregistered shares of Purchaser Common Stock up to a maximum of 507,000 shares for corresponding revenue of $30,000,000 or more. (iv) Provided that the LC Subsidiary has EBITDA for the year ended December 31, 2009 at least equal to $200,000 (the “2009 EBITDA Threshold”), Purchaser will issue the Shareholders an aggregate of 10,000 unregistered shares of Purchaser Common Stock. For each additional $50,000 in incremental EBITDA of the LC Subsidiary for calendar year 2009, over the 2009 EBITDA Threshold, Purchaser will issue the Shareholders 5,000 additional unregistered shares of Purchas...

Calculation of Earnout Payments. The amount of each Earnout Payment, if any, shall be calculated and agreed upon by the Parties as follows: (i) On or before each Payment Date, Purchaser shall prepare and deliver to the Representative a statement setting forth the calculation of the amount of the Earnout Payment, if any, payable on such Payment Date (the “Earnout Statement”). Purchaser shall provide the Representative and his accountants and other representatives with reasonable access to all books and records and working papers to the extent reasonably necessary to enable the Representative and such representatives to verify the calculation of the amount of the Earnout Payment, if any. (ii) If the Representative has any objections to the calculation of the Earnout Payment as set forth in the Earnout Statement, the Representative shall deliver a detailed statement describing such objections to Purchaser in writing within 20 days after receiving the Earnout Statement. Purchaser and the Representative will attempt in good faith to resolve any such objections. (iii) If Purchaser and the Representative do not reach a resolution of all objections within 30 days after Purchaser has received the statement of objections, Purchaser and the Representative will select a mutually acceptable accounting firm to resolve any remaining objections. If Purchaser and the Representative are unable to agree on the choice of an accounting firm, they will select a nationally recognized accounting firm by lot (after excluding the regular outside accounting firms of Purchaser and the Company). The accounting firm will determine the amount of the Earnout Payments, if any, in accordance with GAAP and accounting policies and procedures consistent with those employed in the preparation of Purchaser’s publicly filed financial statements. Each Party shall provide the accounting firm, within 15 days of its selection, with a definitive statement of the position of such Party with respect to each unresolved objections and will advise the accounting firm that the Parties accept the accounting firm as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution of the unresolved objections. Purchaser will provide the accounting firm access to the books and records of the LC Subsidiary. Purchaser and the Representative shall use their best efforts to cause the accounting firm to carry out a review of the unresolved objections and prepare a written statement of its determination regarding each ...

Calculation of Earnout Payments. The amount of each Earnout Payment shall be calculated as follows: (a) The 2006 Earnout Payment shall be an amount equal to four (4) times the Aggregate Earnings of Catamount and Morex for the period beginning on January 1, 2005 and ending December 31, 2005, less the aggregate amount of Merger Consideration previously paid (including any and all Earnout Payments previously paid under this Article VIII and any payments under Section 2.9(b)). (b) The 2007 Earnout Payment shall be an amount equal to four (4) times the Aggregate Earnings of Morex Surviving LLC for the period beginning on January 1, 2006 and ending December 31, 2006 (provided that, for the period commencing on January 1, 2006 and continuing through the Effective Time, such calculation shall be based on the Aggregate Earnings of Catamount and Morex), less the aggregate amount of Merger Consideration previously paid (including any and all Earnout Payments previously paid under this Article VIII and any payments under Section 2.9(b)). (c) The 2008 Earnout Payment shall be an amount equal to four (4) times the Aggregate Earnings of Morex Surviving LLC for the period beginning on January 1, 2007 and ending December 31, 2007, less the aggregate amount of Merger Consideration previously paid (including any and all Earnout Payments previously paid under this Article VIII and any payments under Section 2.9(b)). (d) The 2009 Earnout Payment shall be an amount equal to four (4) times the Aggregate Earnings of Morex Surviving LLC for the period beginning on January 1, 2008 and ending December 31, 2008, less the aggregate amount of Merger Consideration previously paid (including any and all Earnout Payments previously paid under this Article VIII and any payments under Section 2.9(b)). For purposes of this Article VIII, the Aggregate Earnings of Morex Surviving LLC shall be determined by THK’s independent certified public accountants. There is no guarantee that any amounts will become payable under this Article VIII. Notwithstanding anything to the contrary contained herein, the aggregate Merger Consideration (including all Earnout Payments) payable to the Members shall not exceed $50 million.

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. $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 (ii) Provided that the earnings before interest, taxes, depreciation and amortization (“EBITDA”) 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 EBITDA of the Surviving Company 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 “EBITDA,” Parent will issue Shareholder the number of shares of Parent Common Stock set forth opposite the corresponding EBITDA amount under the caption “Number of Shares” below. $200,000 to $249,999 30,000 $250,000 to $299,999 45,000 $300,000 to $349,999 75,000 $350,000 to $399,999 112,500 $400,000 or more 150,000 (iii) Provided that the Surviving Company has Revenue for the year ended December 31, 2008 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. $3,800,000 to $4,199,999 32,500 $4,200,000 to $4,599,999 37,500 $4,600,000 to $4,999,999 42,500 $5,000,000 to $5,399,999 52,500 $5,400,000 or more 62,500 (iv) Provided that the Surviving Company has EBITDA for the year ended December 31, 2008 equal to the dollar amount set forth below under the caption “EBITDA,” Parent will issue Shareholder the number of shares of Parent Common Stock set forth opposite the corresponding EBITDA amount under the caption “Number of Shares” below. $300,000 to $349,999 42,500 $350,000 to $399...

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. (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

Calculation of Earnout Payments