Calculation of the Earnout Sample Clauses

Calculation of the Earnout. (1) The Earnout shall be calculated as follows: (2) Within 60 days following the end of the Earnout Period, the Purchaser shall prepare and deliver to Sellers’ Representative a draft statement (the “Draft Earnout Statement”), together with reasonable supporting or underlying documentation used in the preparation thereof, of its good faith calculations of the Earnout. (3) The Sellers’ Representative shall have 15 Business Days to review the Draft Earnout Statement following receipt of it and the Sellers’ Representative must notify the Purchaser in writing if it has any objections to the Draft Earnout Statement within such 15 Business Day period. The notice of objection must contain a statement of the basis of each of the objections and each amount in dispute. The Purchaser shall provide access, upon every reasonable request, to the Sellers’ Representative and its auditors, to all work papers of the Purchaser, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Earnout Statement. (4) If the Sellers’ Representative sends a notice of objection of the Draft Earnout Statement in accordance with Section 1.2(3), the Parties shall promptly meet to try to resolve such objections within 20 Business Days following receipt of the notice. Failing resolution of any objection to the Draft Earnout Statement raised by the Sellers’ Representative, only the amount(s) in dispute will be submitted for determination to the Independent Accountants. The Independent Accountants shall identify a member at an office located in Georgia to act in such mandate and shall determine the procedures applicable to the resolution of the amounts in dispute with the primary purposes of minimizing expenses of the Parties and expediting the accurate resolution of the dispute. The determination of the Independent Accountants of the amount(s) in dispute and any corresponding changes flowing from the resolution of such amounts in dispute shall be based on the terms of this Agreement only, will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Independent Accountants are deemed to be acting as experts and not as arbitrators. (5) If the Sellers’ Representative does not notify the Purchaser of any objection within the 15 Business Day period, the Sellers are deemed to have accepted and approved the Draft Earnout Statement and such Draft Earnout Statement...
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Related to Calculation of the Earnout

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  • Calculation of Charges Contractor shall provide an invoice to the City on a monthly basis for goods delivered and/or Services completed in the immediate preceding month, unless a different schedule is set out in Appendix B, “Calculation of Charges.” Compensation shall be made for goods and/or Services identified in the invoice that the City, in his or her sole discretion, concludes has been satisfactorily performed. In no event shall the amount of this Agreement exceed [insert whole dollar amount in numbers and words -- no pennies and no “.00”]. The breakdown of charges associated with this Agreement appears in Appendix B, “Calculation of Charges.” A portion of payment may be withheld until conclusion of the Agreement if agreed to by both Parties as retainage, described in Appendix B. In no event shall City be liable for interest or late charges for any late payments. City will not honor minimum service order charges for any services covered by this Agreement.

  • Calculation of Seniority For the purpose of this Article, "seniority" shall be defined as continuous employment at the university in positions within the bargaining unit. An authorized leave of absence or sabbatical, pursuant to Articles 15, Section C, 18 or 19 of this Agreement, shall not be deemed an interruption of continuous employment. For purposes of seniority calculation, time on a Sabbatical Leave pursuant to Article 15, Section C will be counted based on the ASF Member’s regular appointment as provided in this Subdivision. For purposes of this Section, a full-time ASF Member on a nine (9) to twelve (12) month appointment or a part time ASF Members on a seventy five percent (75%) time or greater appointment for twelve (12) months shall be considered to have accrued one (1) year of seniority. For other part time ASF Member and for first year full time ASF Members whose FTE is less than seventy five (75) percent, the number of months of seniority will be credited based on the FTE of the individual's appointment. If an ASF Member has an assignment in more than one department, program or service area, all seniority will be credited in the one in which the ASF Member is assigned the greatest percentage of time. If the assignment is split equally between more than one department, program or service area, then the President/designee will designate that one in which all seniority will be credited prior to the issuance of the subsequent seniority roster. If two (2) or more ASF Members have equal seniority, then those with greater length of service in permanent status shall have priority for retention. Should ASF Members still be equal in seniority, then the decision of which person to retain will be made on the basis of ASF Member competence and programmatic needs of the university as determined by the President. A seniority roster shall be posted by the President/designee on or before November 1 of each year, and a copy of such rosters shall be furnished to the Campus Association President. Grievances concerning the accuracy of the roster must be filed within thirty (30) calendar days of publication of the roster and must be limited to changes made and shown on the most recent roster. ASF Members on leave status at the time of posting of the seniority roster shall have thirty (30) calendar days after the end of such leave within which to file a grievance. The format of the seniority roster shall be the same for each university. The rosters shall contain all relevant information necessary to implement this Article, including a notification of any department, program or service area in which the ASF Member has served at least thirty-six (36) FTE months.

  • Determination of Amount Outstanding On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.

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  • Payments and Computations, Etc (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any other Transaction Document shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than noon (New York, New York time) on the day when due in same day funds to the account for each Purchaser maintained by the applicable Purchaser Agent as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer. All amounts received after 1:00 p.m. (New York, New York time) will be deemed to have been received on the next Business Day. Except as expressly set forth herein, each Purchaser Agent shall distribute the amounts paid to it hereunder for the benefit of the Purchasers in its Purchaser Group to the Purchasers within its Purchaser Group ratably (x) in the case of such amounts paid in respect of Discount and fees, according to the Discount and fees payable to such Purchasers and (y) in the case of such amounts paid in respect of Capital (or in respect of any other obligations other than Discount and fees), according to the outstanding Capital funded by such Purchasers. (b) The Seller (with respect to amounts payable by the Seller) or the Servicer (with respect to amounts payable by the Servicer), as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due and payable hereunder, at an interest rate equal to 2.00% per annum above the Base Rate, payable on demand; provided, that such rate shall not at any time exceed the maximum rate permitted by applicable Law. (c) All computations of interest under clause (b) and all computations of Discount, fees and other amounts hereunder shall be made on the basis of a year of 360 days (or 365 or 366 days, as applicable, with respect to Discount or other amounts calculated by reference to the Base Rate) for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

  • Calculation of Overtime If the overtime work has been carried out before as well as after the regular working hours during a certain day, the overtime periods shall be added together. Only full half hours are included in the calculation.

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

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