COMPUTATION OF EARNOUT Sample Clauses

COMPUTATION OF EARNOUT. As promptly as practicable after January 31, 2005, but not later than March 15, 2005, Acquirer shall deliver to the Representative a written report setting forth Acquirer’s computation of the Earnout Amount, together with the data supporting such calculation. In the event that the Representative shall dispute the Earnout Amount as calculated by Acquirer, the Representative shall notify Acquirer in writing (the “Earnout Dispute Notice”), setting forth in reasonable detail the basis of the dispute, within 30 days of receiving such calculation. If the Representative does not provide Acquirer with an Earnout Dispute Notice within such 30-day period, the Representative shall be deemed to have accepted such calculation as correct and final. In the event that the Representative provides Acquirer with an Earnout Dispute Notice, then the Representative and Acquirer shall confer in good faith for a period of up to 30 days following the delivery of any Earnout Dispute Notice concerning the subject matter of the Earnout Dispute Notice in an attempt to resolve it. If a final resolution of such dispute is reached, the agreed upon amount shall be deemed final and binding. If, after such 30-day period, the Representative and Acquirer cannot resolve such dispute, then Acquirer and the Representative shall mutually agree upon a nationally recognized accounting firm to resolve such dispute, or if they cannot agree on such a firm within five (5) days, they shall each designate a nationally recognized accounting firm, and the two firms shall agree upon a third nationally recognized accounting firm which third firm shall have the sole authority to resolve such dispute. The firm so agreed upon (the “Firm”) shall as promptly as practicable (and in any event within 30 days) make a final determination of the Earnout Amount, which shall be binding on the parties. Each of Acquirer and the Representative shall provide the Firm with all information and documentation that the Firm requests. The Company Stockholders shall be responsible for the payment of all fees and expenses of the Firm which amount may be deducted from and paid by Acquirer to the Firm from the Earnout Amount, if any; provided, however, that if the Firm in its final determination of the Earnout Amount disagrees with Acquirer’s calculation of the Earnout Amount, then Acquirer shall pay all fees and expenses of the Firm. In the event of any unresolved dispute with respect to calculation of the Earnout Amount, Acquirer wi...
Sample 1
AutoNDA by SimpleDocs
COMPUTATION OF EARNOUT. In addition to the Purchase Price, the Buyer shall pay to the Sellers an Earnout amount (the "Earnout Payment"), which payment shall be treated as additional purchase price paid to the Sellers for the Interests and shall be calculated in accordance with the terms of this Section. The Buyer and the Sellers agree that the Earnout Payment that is required pursuant to this Section shall be payable to the Sellers as provided below. The Buyer, at its sole option, may remain as the sole member of the Company during the Earnout Period or cause the Company to merge with the Buyer. Notwithstanding any provision to the contrary, any reference to Buyer's financial performance or the Buyer in Sections 1.4.4 and 1.4.5 shall include the Company unless the context clearly provides otherwise.
Sample 1
COMPUTATION OF EARNOUT. In addition to the Purchase Price of $11,000,000, the Buyer shall pay to the Seller an earnout amount (the "Earnout Payment"), which payment shall be treated as additional purchase price paid to the Seller for the Assets and shall be calculated in accordance with the terms of this Section. The Buyer and the Seller agree that the Earnout Payment that is required pursuant to this Section shall be payable to the Seller as provided below.
Sample 1

Related to COMPUTATION OF EARNOUT

  • Computation Period Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

  • Computation; 360-Day Year In computing interest, the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

  • Application of Earnings Each Borrower undertakes with the Lenders that money from time to time credited to, or for the time being standing to the credit of, its Earnings Account shall, unless and until an Event of Default shall have occurred (whereupon the provisions of Clause 17.1 shall be and become applicable), be available for application in the following manner:

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Interest Computation In computing interest on the Obligations, all checks, wire transfers and other items of payment received by Silicon (including proceeds of Receivables and payment of the Obligations in full) shall be deemed applied by Silicon on account of the Obligations three Business Days after receipt by Silicon of immediately available funds, and, for purposes of the foregoing, any such funds received after 12:00 Noon on any day shall be deemed received on the next Business Day. Silicon shall not, however, be required to credit Borrower's account for the amount of any item of payment which is unsatisfactory to Silicon in its sole discretion, and Silicon may charge Borrower's loan account for the amount of any item of payment which is returned to Silicon unpaid.

  • Payments, Computations, etc (a) Except as otherwise specifically provided herein, all payments hereunder shall be made to the Administrative Agent in dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Administrative Agent’s office specified in Schedule 10.1 not later than 4:00 P.M. on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Administrative Agent may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, Fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.12(a)). The Administrative Agent will distribute such payments to such Lenders, if any such payment is received prior to 12:00 Noon on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Administrative Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and Fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days, except with respect to computation of interest on Base Rate Loans which shall be calculated based on a year of 365 or 366 days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Computation of Amounts For purposes of computing the amount of any item of income, gain, loss, deduction or expense to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided that:

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Daily Computation The Investment Manager shall determine on each business day whether the aggregate Term to date Fund Operating Expenses for any class of a Fund exceed the Operating Expense Limit, as such Operating Expense Limit has been pro-rated to the date of such determination (the “Pro-Rated Expense Cap”). If, on any business day, the aggregate Term to date Fund Operating Expenses for any class of a Fund do not equal the Pro-Rated Expense Cap for that class, the amount of such difference shall be netted against the previous day’s accrued amount for Excess Amounts or Recoupment Amounts (as defined below), and the difference shall be accrued for that day as an Excess Amount or Recoupment Amount as applicable.

Time is Money Join Law Insider Premium to draft better contracts faster.