Calculation of Operating Earnings Sample Clauses

Calculation of Operating Earnings. A statement of the Operating Earnings, prepared by AmeriPath senior management, will be delivered to the Sellers, along with the Applicable Payment Amount required under the Contingent Notes (to the extent, and solely to the extent, that such statement indicates that the Minimum Target has been met or exceeded for such period), as calculated by AmeriPath based upon such statement of Operating Earnings, as soon as practicable following the end of each twelve month period, but in all events within 90 days after the end of each such period. If the holders of a majority of the outstanding principal balance of the Contingent Notes (the "Holders") wish to challenge the calculation of Operating Earnings, they may do so by giving written notice of such objection (the "Objection Notice") to AmeriPath, signed by such Holders, within 90 days after receipt of such statement of Operating Earnings. The Objection Notice shall set forth in reasonable detail the Holders' calculation of Operating Earnings (or Cumulative Operating Earnings, as the case may be). If an Objection Notice is so timely delivered to AmeriPath, AmeriPath and the Holders shall use their best efforts to resolve as soon as practicable any difference of opinion. If they are unable to resolve such difference within 90 days after receipt by AmeriPath of the Objection Notice from the Holders, the matter shall be referred to another independent public accounting firm of similar experience and reputation as the Auditor acceptable to the Sellers and the Purchaser, whose decision shall be final and binding on all parties. If, as a result of such written determination, there is an increase in the Operating Earnings or Cumulative Operating Earnings from that set forth in the Operating Earnings statement to which the dispute relates, then, within twenty (20) days from receipt of such determination, AmeriPath shall pay each Seller the difference between the payments (including principal and all interest accrued on the underpayment of such principal through the date of payment) which should have been paid to Sellers based on the revised Operating Earnings or Cumulative Operating Earnings statement and the actual payments previously made by AmeriPath to the Sellers with respect to such Operating Earnings statement. In the event that any dispute concerning Operating Earnings or Cumulative Operating Earnings is submitted to such independent auditor for resolution, the non-prevailing party shall pay the reasonable fees...
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Related to Calculation of Operating Earnings

  • Definition of Operating Expenses (a) Subject to the exclusions and provisions hereinafter contained, the term "

  • Payment of Operating Expenses Subject to the provisions of Section 6.08(c), Borrower will (i) pay the expenses of operating, managing, maintaining and repairing the Mortgaged Property (including utilities, Repairs and Capital Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added, and (ii) pay Insurance premiums at least 30 days prior to the expiration date of each policy of Insurance, unless applicable law specifies some lesser period.

  • Duration of Operating Expense Limit The Operating Expense Limit with respect to the Fund shall remain in effect during the term of this Agreement.

  • Hours of Operation Account Processing Services will be available for use by Client during standard Fiserv business hours, excluding holidays, as specified in Exhibit A - 3. Account Processing Services may be available during additional hours, during which time Client may use Services at its option and subject to additional charges.

  • Statement of Operations d. Statement of Changes in Net Assets.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

  • Fiscal Year; Accounting In the case of the Borrower, cause its fiscal year to end on December 31.

  • Fiscal and Taxable Year The fiscal and taxable year of the Partnership shall be the calendar year.

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