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 of such auditor incurred in connection therewith.
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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 holders of the Contingent Notes Note (to each a "Holder" and collectively, 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, "Holders") 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") Holders wish to challenge the calculation of Operating Earnings, they may do so by giving written notice of such objection (the "Objection NoticeOBJECTION NOTICE") to AmeriPath, signed by such Holders, within 90 30 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 20 days after receipt by AmeriPath of the Objection Notice from the Holders, the matter shall be referred to another the independent public accounting firm who then audits the annual financial statements of similar experience and reputation as AmeriPath (the Auditor acceptable to the Sellers and the Purchaser"AUDITOR"), whose decision shall be final and binding on all parties. IfIf an Objection Notice is not timely delivered to AmeriPath, as a result and if the statement 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 prepared by AmeriPath to senior management indicates that the Sellers Minimum Target has been met for a given period, then the appropriate Applicable Payment Amount of the Contingent Note with respect to such period shall be paid within ten (10) days after the earlier of the end of the 20 day period within which the Holders are entitled to deliver an Objection Notice, or receipt by AmeriPath of notice from the Holders that they accept the calculation of Operating Earnings. If the Holders object to the calculation of Operating Earnings statementfor the purpose of determining compliance with this Section, the Applicable Payment Amount of the Contingent Note for such year shall be paid within ten (10) days after resolution of the dispute with respect to such calculation to the extent, and solely to the extent, that such resolution indicates that the Minimum Target has been exceeded for such period. In the event that any dispute concerning Operating Earnings or Cumulative Operating Earnings is submitted to such independent auditor the Auditor for resolution, the non-prevailing party shall pay the reasonable fees of such auditor the Auditor incurred in connection therewith.. So long as an Objection Notice has been delivered, the failure to timely pay the Applicable Payment Amount in any year shall not be deemed a breach until the time periods prescribed in this SECTION 1.8(b)
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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, Seller as soon as practicable following the end of each twelve month periodyear, but in all events within 90 80 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 Seller wishes to challenge the calculation of Operating Earnings, they he may do so by giving written notice of such objection (the "Objection Notice") to AmeriPath, signed by such Holdersthe Seller, within 90 30 days after receipt of such statement of Operating Earnings. The Objection Notice shall set forth in reasonable detail the Holders' Seller's 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 Seller 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 20 days after receipt by AmeriPath of the Objection Notice from the HoldersSeller, the matter shall be referred to another the independent public accounting firm who then audits the annual financial statements of similar experience and reputation as the Auditor acceptable to the Sellers and the PurchaserAmeriPath, whose decision shall be final and binding on all parties; provided, however, the Seller, at his own expense, may refer the matter to another independent public accounting firm, and the average of the decisions of the two firms shall be the final and binding resolution of the matter. IfIf an Objection Notice is not timely delivered to AmeriPath, as a result and if the statement 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 prepared by AmeriPath to senior management indicates that the Sellers Minimum Target has been met for a given period, then the Appropriate Principal Amount (together with accrued and unpaid interest thereon) of the Contingent Note with respect to such period shall be paid within five (5) days after the earlier of the end of the 30-day period within which the Seller is entitled to deliver an Objection Notice, or receipt by AmeriPath of notice from the Seller that he accepts the calculation of Operating Earnings. If the Seller objects to the calculation of Operating Earnings statement. In for the event that any purpose of determining compliance with this Section, the Appropriate Principal Amount of the Contingent Note for such period shall be paid within five (5) days after resolution of the dispute concerning Operating Earnings or Cumulative Operating Earnings is submitted with respect to such independent auditor calculation to the extent, and solely to the extent, that such resolution indicates that the Minimum Target has been exceeded for resolution, the non-prevailing party shall pay the reasonable fees of such auditor incurred in connection therewithperiod.
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Calculation of Operating Earnings. A statement of the Operating Earnings, Cumulative Operating Earnings, as well as Sellers' entitlement to any payments under the Contingent Notes or AmeriPath Stock under the Stock Rights, 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, Sellers as soon as practicable following the end of each twelve applicable 12-month period, but in all events within 90 days after the end of each such period. If AmeriPath's computation provides that Sellers are entitled to payments under the holders of a majority of Contingent Notes, then the outstanding principal balance of Appropriate Principal Amount (together with accrued and unpaid interest thereon) that each Seller is entitled to under the Contingent Notes shall be paid within five (the "Holders"5) wish days of delivery of this statement. If any Seller wishes to challenge the calculation of Operating EarningsEarnings as set forth in the statement, they he may do so by giving written notice of such objection (the "Objection Notice") to AmeriPath, signed by such Holdersthe Seller, within 90 40 days after receipt of such statement of Operating Earnings. The Objection Notice shall set forth in reasonable detail the Holders' Seller's 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 objecting Seller 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 20 days after receipt by AmeriPath of the Objection Notice from the HoldersSellers, the matter shall be referred to another the independent public accounting firm who then audits the annual financial statements of similar experience and reputation as the Auditor acceptable to the Sellers and the PurchaserAmeriPath, whose decision shall be final rendered within 30 days and shall be binding on all parties, unless either party decides to dispute the computation through arbitration pursuant to Section 12.15 of this Agreement. IfIf none of the Sellers timely deliver an Objection Notice to AmeriPath, as then AmeriPath's statement of Operating Earnings and Cumulative Operating Earnings shall be binding upon the Sellers. If any Seller fails to deliver an Objection Notice, then AmeriPath's statement of Operating Earnings shall be binding with respect to such Seller, regardless of the outcome of a result dispute, if any, between another Seller and the Purchaser. If the Sellers object to the calculation of such written determination, there is an increase in the Operating Earnings or Cumulative Operating Earnings from that set forth in for the Operating Earnings statement to which the dispute relatespurpose of determining compliance with this Section, 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 Appropriate Principal Amount of the underpayment of Contingent Notes for 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 period and the actual payments previously made by amount, if any, actually paid and accompanying the AmeriPath to statement, shall be paid within ten (10) days after resolution of the Sellers dispute with respect to such Operating Earnings statement. In calculation to the event extent, and solely to the extent, that such resolution indicates 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 of such auditor incurred in connection therewithamount remains unpaid.
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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, Sellers 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") Sellers wish to challenge the calculation of Operating Earnings, they he may do so by giving written notice of such objection (the "Objection Notice") to AmeriPath, signed by such Holdersthe Sellers, within 90 20 days after receipt of such statement of Operating Earnings. The Objection Notice shall set forth in reasonable detail the HoldersSellers' 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 Sellers 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 20 days after receipt by AmeriPath of the Objection Notice from the HoldersSellers, the matter shall be referred to another the independent public accounting firm who then audits the annual financial statements of similar experience and reputation as the Auditor acceptable to the Sellers and the PurchaserAmeriPath, whose decision shall be final and binding on all parties. IfIf an Objection Notice is not timely delivered to AmeriPath, as and if the statement of Operating Earnings prepared by AmeriPath senior management indicates that the Minimum Target has been met for a result given period, then the Appropriate Principal Amount (together with accrued and unpaid interest thereon) of the Contingent Notes with respect to such written determinationperiod shall be paid within five (5) days after the earlier of the end of the 20-day period within which the Sellers are entitled to deliver an Objection Notice, there is an increase in or receipt by AmeriPath of notice from the Sellers that they accept the calculation of Operating Earnings. If the Sellers object to the calculation of Operating Earnings for the purpose of determining compliance with this Section, the Appropriate Principal Amount of the Contingent Notes for such period shall be paid within ten (10) days after resolution of the dispute with respect to such calculation to the extent, and solely to the extent, that such resolution indicates that the Minimum Target has been exceeded for such period. AmeriPath agrees that the Sellers, upon reasonable notice, during normal business hours, shall have the right to examine all of the relevant business, accounting and financial records of AmeriPath or AmeriPath Florida solely to the extent related to the Operating Earnings or Cumulative Operating Earnings from that set forth in or 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 of such auditor incurred in connection therewithcalculation thereof.
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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, Sellers as soon as practicable following the end of each twelve month period, but in all events within 90 80 days after the end of each such period. If the holders of a majority of the outstanding principal balance holders of the Contingent Notes (the "HoldersHOLDERS") wish to challenge the calculation of Operating Earnings, they may do so by giving written notice of such objection (the "Objection NoticeOBJECTION NOTICE") to AmeriPath, signed by such Holders, within 90 20 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 20 days after receipt by AmeriPath of the Objection Notice from the Holders, the matter shall be referred to another the independent public accounting firm who then audits the annual financial statements of similar experience and reputation as the Auditor acceptable to the Sellers and the PurchaserAmeriPath, whose decision shall be final and binding on all parties. IfIf an Objection Notice is not timely delivered to AmeriPath, as a result and if the statement 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 prepared by AmeriPath to senior management indicates that the Sellers Minimum Target has been met for a given period, then the appropriate Applicable Payment Amount of the Contingent Notes with respect to such period shall be paid within ten (10) days after the earlier of the end of the 20 day period within which the Holders are entitled to deliver an Objection Notice, or receipt by AmeriPath of notice from all the Holders that they accept the calculation of Operating Earnings. If the Holders object to the calculation of Operating Earnings statement. In for the event that any purpose of determining compliance with this Section, the Applicable Payment Amount of the Contingent Notes for such year shall be paid within ten (10) days after resolution of the dispute concerning Operating Earnings or Cumulative Operating Earnings is submitted with respect to such independent auditor calculation to the extent, and solely to the extent, that such resolution indicates that the Minimum Target has been exceeded for resolution, the non-prevailing party shall pay the reasonable fees of such auditor incurred in connection therewithperiod.
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