Contingent Consideration Statement Clause Samples
A Contingent Consideration Statement defines the terms under which additional payments may be made based on the achievement of specific future events or performance targets. In practice, this clause outlines the conditions that trigger such payments, such as meeting certain revenue milestones or regulatory approvals, and details the calculation and timing of any resulting obligations. Its core function is to allocate risk and reward between parties by linking part of the transaction price to future outcomes, thereby addressing uncertainties at the time of agreement.
POPULAR SAMPLE Copied 1 times
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.
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.
Contingent Consideration Statement. Within 60 days after the end of the Measurement Period, Purchaser shall prepare in good faith and deliver to Sellers’ Representative an unaudited statement of Aggregate TTM Sales and the Aggregate TTM 4-Wall Margin for the Measurement Period (the “Contingent Consideration Statement”). The Contingent Consideration Statement also shall be accompanied by a calculation of the Contingent Consideration Amount, if any, payable with respect to the Measurement Period.
Contingent Consideration Statement. Purchaser shall deliver (or shall, prior to a TPG Exit Event involving a change of control of Purchaser, ensure that an Affiliate of TPG agrees to deliver), promptly and in any event within two (2) Business Days following any TPG Exit Event, to Seller a certificate (a “Contingent Consideration Certificate”) executed by an officer or authorized signatory of TPG containing a true and complete written statement setting forth Purchaser’s good faith calculations of the TPG Investment Amount, TPG Minimum Return and TPG Cash Proceeds, in each case, as of the date of the applicable TPG Exit Event, and the resulting calculation of the Contingent Consideration payable to Seller (if any). The Contingent Consideration Certificate shall be accompanied by reasonable backup documentation relating to the calculations therein, including each component thereof.
Contingent Consideration Statement. Within ninety (90) days after the end of each respective Contingent Consideration Measuring Period, Buyer shall deliver to Seller a statement of Buyer’s calculation of such applicable period’s Final Contingent Consideration EBITDA (the “Contingent Consideration Statement”).
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...
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.
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.
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.