Contingent Consideration Statement Sample Clauses

Contingent Consideration Statement. On or before the sixtieth (60th) calendar day after the last day of the Measurement Period, VI shall deliver to the VE Member Representative a written statement setting forth in reasonable detail (such that the VE Member Representative can verify the underlying data for the purposes of calculating the Contingent Consideration Amount), its calculation of the Contingent Consideration Amount, including the calculation of the Cumulative Net Revenue Amount, the Incremental Net Revenue Amount and the Pre-Interest Contingent Amount (the “Contingent Consideration Statement”). The VE Member Representative shall have ninety (90) calendar days after receipt of the Contingent Consideration Statement (the “Review Period”) to review it and may also appoint the Third Party Auditor to assist with such review. During the Review Period, VI agrees with the VE Member Representative that the Third Party Auditor shall be provided, on a reasonably prompt basis, with unfettered access upon reasonable advance notice and during normal business hours to the accountants, Representatives, information and records of VI, VE and its Subsidiaries (including the right to take copies thereof) as requested by the Third Party Auditor to the extent considered necessary, as determined by the Third Party Auditor, for the verification of VI’s calculation of the Cumulative Net Revenue Amount as set forth in the Contingent Consideration Statement.
Sample 1Sample 2
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Contingent Consideration Statement. Within 60 days after the end of each Measurement Period, Purchaser shall prepare in good faith and deliver to Sellers’ Representative an unaudited statement of Recorded Sales and the Aggregate TTM 4-Wall Margin for the Measurement Period (each such statement, a “Contingent Consideration Statement”). Each Contingent Consideration Statement also shall be accompanied by a calculation of the Contingent Consideration Amount, if any, payable with respect to such Measurement Period.
Sample 1
Contingent Consideration Statement. If the Seller so notifies Ciprico of an objection to the reviewed Final Contingent Consideration Statement, the parties shall, within thirty (30) days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amount shall be final, binding, conclusive and nonappealable for all purposes under this Agreement. If at the conclusion of the Resolution Period the parties have not reached an agreement on the objections, then all amounts remaining in dispute may, at the election of either party, be submitted to the Independent Accountant who shall resolve such dispute within thirty (30) days of referral. The decision of the Independent Accountant shall be final and binding upon the parties. The cost of the Independent Accountant shall be borne by the Seller, on the one hand, and Ciprico, on the other hand, in proportion to the relative differences between the final position of the parties prior to submission of the matter to the Independent Account and the determination of the Independent Accountant.
Sample 1
Contingent Consideration Statement. Not later than 90 calendar days following the last day of each of the calendar years 2014 and 2015, Parent shall cause the Surviving Corporation to prepare and deliver to the Stockholders’ Representative a statement (each, a “Contingent Consideration Statement”) setting forth Parent’s calculation of the Adjusted EBITDA and the resulting Contingent Amount for such calendar year, which shall be prepared in accordance with GAAP (to the extent applicable to individual account balances used to determine such amounts) with such adjustments thereto set forth in the definition of Adjusted EBITDA and as set forth in this Section 1.9, and including reasonable detail of the components thereof and appropriate supporting documentation for each of the foregoing. During the 60 calendar day period following receipt by the Stockholders’ Representative of a Contingent Consideration Statement, Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, provide reasonable access during normal business hours to and otherwise make available to the Stockholders’ Representative and its Representatives the relevant books and records of the Surviving Corporation and its Subsidiaries, including the accounting records, work papers, schedules and calculations that were used in or otherwise applicable to a determination of the Adjusted EBITDA and the Contingent Amount for such year, any of Parent’s independent auditor’s work papers related to the calculation of such amounts (subject to execution of standard release and/or other agreements required by Parent’s independent auditors), and any other documents that may be reasonably requested by the Stockholders’ Representative and its Representatives to determine whether the calculations of the Adjusted EBITDA and the Contingent Amount set forth in such Contingent Consideration Statement were made in accordance with this Section 1.9, and reasonable access during normal business hours to the employees and representatives of the Surviving Corporation or Parent to respond to questions arising in such determination.
Sample 1
Contingent Consideration Statement. Not later than the 60th day following the end of each of the first three calendar quarters during the Earn-Out Period, and not later than the 90th day following the end of the fourth calendar quarter of each year during the Earn-Out Period, Buyer shall prepare and deliver to Seller a reasonably detailed statement (each, a “Contingent Consideration Statement”) setting forth (A) the Net Revenue for, and number of units of Product sold during, the applicable calendar quarter and each prior calendar quarter, if any, for the applicable calendar year, (B) the “gross to net” adjustments with respect to the calculation of Net Revenue for such calendar quarter and each prior calendar quarter, if any, for the applicable calendar year, including the individual components of the calculation, as described in the definition of “Net Revenue”, and (C) in the case of a Contingent Consideration Statement for the fourth quarter of any calendar year, (i) which eligible Milestones were achieved during such calendar year, if any, (ii) the amount of the Contingent Payment payable in respect of such calendar year, if any, and (iii) the amounts thereof, if any, that Buyer elects to offset against the Contingent Payment at such time in accordance with Section 8.08. 18 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED (c) Records; Audit Right. Buyer shall, from the Closing Date until the date that is two years following the end of each calendar year during the Earn-Out Period, keep accurate books of all accounts and other records in sufficient detail so that the Contingent Payments payable under this Agreement can be properly and fully ascertained. Buyer shall, at the request of Seller, permit a nationally recognized registered independent auditor in the United States selected by Seller and reasonably acceptable to Buyer (the “Independent Auditor”) to review during ordinary business hours and upon no less than 30 days’ prior written notice to Buyer such books and records as may be necessary to determine the accuracy of any Contingent Consideration Statement for the fourth quarter of any calendar year or to obtain information as to Contingent Payments paid or payable pursuant to the terms of this Agreement. The Independent Auditor shall be obligated to execute a confidentiality agreement in form and substance reasonably satisfactory to Buyer prior to commencing any such inspection; provided that the Independent Auditor shall be permitted to disclose to Seller (i) whether the Independent Audi...
Sample 1
Contingent Consideration Statement. On or before the ninetieth (90th) day following September 30, 2020, Buyer shall prepare or cause to be prepared and will furnish to the Sellers a statement (the “Contingent Consideration Statement”) showing the calculation of the Company’s September 2020 annualized recurring revenue derived from the customers set forth on Schedule 3.5 (the “Annualized Revenue”), together with the records, work papers and audit programs used or created by or on behalf of Buyer in connection with preparation of the Contingent Consideration Statement or which are otherwise reasonably required to support such Contingent Consideration Statement. Unless the Sellers, within thirty (30) days after receipt of the Contingent Consideration Statement, gives Buyer a notice objecting thereto and specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Contingent Consideration Objection”), such Contingent Consideration Statement shall be binding upon Buyer and the Sellers.
Sample 1
Contingent Consideration Statement. Not later than the 60th day following the end of each of the first three calendar quarters during the Earn-Out Period, and not later than the 90th day following the end of the fourth calendar quarter of each year during the Earn-Out Period, Buyer shall prepare and deliver to Seller a reasonably detailed statement (each, a “Contingent Consideration Statement”) setting forth (A) the Net Revenue for, and number of units of Product sold during, the applicable calendar quarter and each prior calendar quarter, if any, for the applicable calendar year, (B) the “gross to net” adjustments with respect to the calculation of Net Revenue for such calendar quarter and each prior calendar quarter, if any, for the applicable calendar year, including the individual components of the calculation, as described in the definition of “Net Revenue”, and (C) in the case of a Contingent Consideration Statement for the fourth quarter of any calendar year, (i) which eligible Milestones were achieved during such calendar year, if any, (ii) the amount of the Contingent Payment payable in respect of such calendar year, if any, and (iii) the amounts thereof, if any, that Buyer elects to offset against the Contingent Payment at such time in accordance with Section 8.08.
Sample 1
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Related to Contingent Consideration Statement

  • Contingent Consideration (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Settlement Consideration In consideration of the full settlement, satisfaction, compromise and release of the Released Plaintiffs’ Claims, an aggregate $115 million in cash (the “Escrow Amount”) shall be paid on behalf of the Settling Defendants to Freeport by the D&O Carriers. The Settling Defendants shall cause the Escrow Amount to be deposited by the D&O Carriers into an interest-bearing escrow account controlled by an agreed upon representative of Plaintiffs and of the Settling Defendants (the “Escrow Account”) within fifteen (15) business days after the Stipulation is submitted to the Court. Upon the Effective Date, the Escrow Amount, together with any and all interest thereon, shall be paid to Freeport from the Escrow Account. For the avoidance of doubt, the Settling Defendants shall have no obligation to deposit any portion of the Escrow Amount into the Escrow Account but shall have an obligation to take all reasonably available steps to seek to cause the D&O Carriers to deposit the Escrow Amount into the Escrow Account.

  • Earn-Out Consideration Subject to the terms and conditions of this Agreement, the Purchaser will pay, or will cause the Company to pay, to Nyrstar the earn-out consideration in respect of the Earn-Out Period (the “Earn-Out Consideration”) as additional consideration for the sale of the Company pursuant to the Share Purchase Agreement, which obligations will be guaranteed by GPS in accordance with the Share Purchase Agreement. Subject to clause 2.5, the Earn-Out Consideration will be determined and paid as follows: (a) the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company during the Earn-Out Period, calculated and paid at the end of each relevant fiscal year of GPS during the Earn-Out Period; (b) with respect to the initial fiscal year of the Earn-Out Period during which the Trigger Date has occurred, the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company from the Trigger Date to the last date of this initial fiscal year; (c) with respect to the final fiscal year of the Earn-Out Period, the Earn-Out Consideration will be determined as being equal to 15% of the Free Cash Flow of the Company from the first date of this final fiscal year to the Earn-Out Period End Date; (d) no Earn-Out Consideration will be payable with respect of any Free Cash Flow of the Company after the expiry of the Earn-Out Period; (e) the Company will calculate the Earn-Out Consideration within 90 days of the end of a relevant fiscal year of GPS during the Earn-Out Period; and (f) the Earn-Out Consideration will be paid to Nyrstar within 105 days of the end of a relevant fiscal year of GPS during the Earn-Out Period, provided that: (i) the Purchaser must, in the manner contemplated by clause 3(c) of the Share Purchase Agreement, withhold amounts payable to Nyrstar on account of Earn-Out Consideration, and any amounts so withheld will be treated as having been paid to Nyrstar on account of the Earn-Out Consideration; and (ii) the Purchaser or the Company will be entitled to withhold payment of amounts on account of the Earn-Out Consideration in the manner contemplated by, and otherwise subject to the provisions of, the Share Purchase Agreement.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Recitals Merger Consideration Section 5.2(b) Merger Sub.................................................................................................

  • Stock Consideration 2.3 Subsidiary............................................................10.4

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

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