Common use of Determination of Earn-Out Payment Clause in Contracts

Determination of Earn-Out Payment. Acquiror shall prepare and deliver (or cause to be prepared and delivered) to the Seller Representative, not later than sixty (60) days following the end of the Earn-Out Period, a statement setting forth Acquiror’s good faith determination as to whether Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold, and the amount of the Earn-Out Payment payable hereunder, including if the amount of such payment is zero dollars ($0), together with all supporting calculations and reasonable detail related thereto (the “Earn-Out Statement”). The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Out Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount of the Earn-Out Payment is finally determined as provided therein. The Earn-Out Payment shall be made by Acquiror to the Company, for payment to the Earn-Out Recipients for payment through the Company payroll (subject to Section 2.6), in accordance with Schedule 2.5(a) and in the respective amounts set forth in writing by the Seller Representative, with such calculations by the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days following the final determination of the amount of the Earn-Out Payment in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 2024.

Determination of Earn-Out Payment. Acquiror If the Closing occurs (a) prior to the expiry of the Earn-Out Period, Buyer shall prepare and deliver (or cause to be prepared and delivered) to the Seller RepresentativeSeller, not later than sixty (60) days following the end completion of Parent’s first quarterly audit following December 31, 2022, a statement setting forth Buyer’s good faith calculation of the Adjusted EBITDA and determination as to whether the Earn-Out Milestone was achieved, and, if applicable, the Earn-Out Payment calculation, together with all supporting calculations and reasonable detail related thereto and calculated in accordance with Exhibit B-1 or (b) after the expiry of the Earn-Out Period, Seller shall prepare and deliver (or cause to be prepared and delivered) to Buyer, not later than sixty (60) days after the expiry of the Earn-Out Period, a statement setting forth AcquirorSeller’s good faith calculation of the Adjusted EBITDA and determination as to whether Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out ThresholdMilestone was achieved, and the amount of and, if applicable, the Earn-Out Payment payable hereunder, including if the amount of such payment is zero dollars ($0)calculation, together with all supporting calculations and reasonable detail related thereto and calculated in accordance with Exhibit B-1 (the relevant statement referred to in clauses (a) and (b), the “Earn-Out Milestone Statement”). The In the event Seller Representative may deliver a Purchase Price Dispute Noticedelivers the Earn-Out Milestone Statement in accordance with clause (b) above, including the review and dispute resolution procedures applicable to Seller with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Out Milestone Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount calculation of the Earn-Out Payment is finally determined as provided thereinset forth in Section 2.5.3 shall apply mutatis mutandis to Buyer. The Subject to the last sentence of this Section 2.6.2, within ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Section 2.5.3, Buyer shall pay, or cause to be made paid, by Acquiror wire transfer of immediately available funds, (a) to Seller, the Earn-Out Payment less the Earn-Out Employee Portion Amount, and (b) to the Company, for payment to the Earn-Out Recipients Employee Portion Amount, for payment through further distribution to the Company payroll applicable recipient (subject in the amounts to Section 2.6), be provided by Seller to Buyer in writing at least five (5) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Schedule 2.5(aSection 2.5.3), net of any applicable withholding Taxes, through the applicable Group Company’s payroll procedure. Notwithstanding anything to the contrary contained herein, (x) and the Earn-Out Payment will not be paid in the respective amounts set forth event that this Agreement is terminated for any reason and the Closing does not occur, and (y) in writing by the Seller Representative, with such calculations by event that the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days Closing occurs following the final determination of the amount expiration of the Earn-Out Period, the Earn-Out Payment will be paid at the later of (1) the Closing and (2) ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 20242.5.3.

Determination of Earn-Out Payment. Acquiror If the Closing occurs (a) prior to the expiry of the Earn-Out Period, Buyer shall prepare and deliver (or cause to be prepared and delivered) to the Seller RepresentativeSeller, not later than sixty (60) days following the end completion of Parent’s first quarterly audit following December 31, 2022, a statement setting forth Buyer’s good faith calculation of the Adjusted EBITDA and determination as to whether the Earn-Out Milestone was achieved, and, if applicable, the Earn-Out Payment calculation, together with all supporting calculations and reasonable detail related thereto and calculated in accordance with Exhibit B-1 or (b) after the expiry of the Earn-Out Period, Seller shall prepare and deliver (or cause to be prepared and delivered) to Buyer, not later than sixty (60) days after the expiry of the Earn-Out Period, a statement setting forth AcquirorSeller’s good faith calculation of the Adjusted EBITDA and determination as to whether Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out ThresholdMilestone was achieved, and the amount of and, if applicable, the Earn-Out Payment payable hereunder, including if the amount of such payment is zero dollars ($0)calculation, together with all supporting calculations and reasonable detail related thereto and calculated in accordance with Exhibit B-1 (the relevant statement referred to in clauses (a) and (b), the “Earn-Out Milestone Statement”). The In the event Seller Representative may deliver a Purchase Price Dispute Noticedelivers the Earn-Out Milestone Statement in accordance with clause (b) above, including the review and dispute resolution procedures applicable to Seller with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Out Milestone Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount calculation of the Earn-Out Payment is finally determined as provided thereinset forth in Section 2.5.3 shall apply mutatis mutandis to Buyer. The Subject to the last sentence of this Section 2.6.2, within ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83 with Section 2.5.3, Buyer shall pay, or cause to be made paid, by Acquiror wire transfer of immediately available funds, (a) to Seller, the Earn-Out Payment less the Earn-Out Employee Portion Amount, and (b) to the Company, for payment to the Earn-Out Recipients Employee Portion Amount, for payment through further distribution to the Company payroll applicable recipient (subject in the amounts to Section 2.6), be provided by Seller to Buyer in writing at least five (5) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Schedule 2.5(aSection 2.5.3), net of any applicable withholding Taxes, through the applicable Group Company’s payroll procedure. Notwithstanding anything to the contrary contained herein, (x) and the Earn-Out Payment will not be paid in the respective amounts set forth event that this Agreement is terminated for any reason and the Closing does not occur, and (y) in writing by the Seller Representative, with such calculations by event that the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days Closing occurs following the final determination of the amount expiration of the Earn-Out Period, the Earn-Out Payment will be paid at the later of (1) the Closing and (2) ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 20242.5.3.

Determination of Earn-Out Payment. Acquiror shall prepare and deliver (or cause to be prepared and delivered) to the Seller Representative, not later than sixty (60) days following the end of the Earn-Out Period, a statement setting forth Acquiror’s good faith determination as to whether Earn-Earn- Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold, and the amount of the Earn-Out Payment payable hereunder, including if the amount of such payment is zero dollars ($0), together with all supporting calculations and reasonable detail related thereto (the “Earn-Out Statement”). The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect to the Earn-Out Payment set forth therein, to Acquiror within thirty (30) days of receipt of the Earn-Earn- Out Statement thereof in accordance with Section 2.4(b), and the dispute resolutions provided in Section 2.4(b) shall apply until the amount of the Earn-Out Payment is finally determined as provided therein. The Earn-Out Payment shall be made by Acquiror to the Company, for payment to the Earn-Out Recipients for payment through the Company payroll (subject to Section 2.6), in accordance with Schedule 2.5(a) and in the respective amounts set forth in writing by the Seller Representative, with such calculations by the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days following the final determination of the amount of the Earn-Out Payment in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 2024.. (d)

Determination of Earn-Out Payment. Acquiror shall prepare and deliver (or cause to be prepared and delivered) to To the Seller Representativeextent that Buyer determines that the full amount of the Earn Out Payment is not achieved, not later than within sixty (60) days following after December 31, 2020, Buyer shall prepare and deliver to the end of the Earn-Out Period, Company a statement setting forth Acquiror’s good faith determination as to whether Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold, and the amount of the Earn-Out Payment payable hereunder, including if the amount of such payment is zero dollars ($0), together with all supporting calculations and reasonable detail related thereto report (the “Earn-Earn Out Report”) setting forth (a) Buyer’s calculation of the Earn Out Payments and (b) all records and work papers reasonably necessary to compute and verify the information set forth in the Earn Out Report. If the Company has any objections to the calculation of the Earn Out Payments prepared by Buyer, then the Company will deliver a reasonably detailed written statement (the “Earn Out Objections Statement”). The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect ) describing its objections to the Earn-Out Payment set forth therein, to Acquiror Buyer within thirty (30) days after delivery of receipt the Earn Out Report. If the Company fails to deliver an Earn Out Objections Statement within such thirty (30) day period, then the calculation of the Earn Out Payments set forth in the Earn Out Report shall become final and binding on all Parties. If the Company delivers an Earn Out Objections Statement within such thirty (30) day period, then the Company and Buyer will negotiate in good faith to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Company has submitted the Earn Out Objections Statement, any remaining matters which are in dispute will be resolved by the Board. The Board will prepare and deliver a written report to Buyer and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Board. The Board’s determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earn-Out Statement thereof Report or any more favorable to the Company than is proposed in accordance with Section 2.4(b)the Earn Out Objections Statement. The costs, expenses and fees of the Board shall be borne by either the Sellers and the Company, if the Company’s calculation of the Earn Out Payments has the greatest difference from the final Earn Out Payments as determined by the Board on the one hand, or Buyer, if Buyer’s calculation of the Earn Out Payments has the greatest difference from the final Earn Out Payments as determined by the Board; otherwise, such costs, fees and expenses of the Board shall be borne equally by Buyer, on the one hand, and the dispute resolutions provided in Section 2.4(b) shall apply until the amount Company (on behalf of the Earn-Sellers), on the other hand. Upon the Earn Out Payment is finally determined as provided therein. The Earn-Payments becoming final and binding, the Buyer shall pay such Earn Out Payment shall be made by Acquiror Payments to the Company, for payment to Company and the Earn-Out Recipients for payment through the Company payroll (subject to Section 2.6), in accordance with Schedule 2.5(a) and in the respective amounts set forth in writing by the Seller Representative, with such calculations by the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days following the final determination of the amount of the Earn-Out Payment in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 2024Sellers.

Determination of Earn-Out Payment. Acquiror Parent shall, on not less than a quarterly basis during the First Tranche Period and the Second Tranche Period, as soon as practicable following the date that Parent shall prepare publicly announce its earnings for the applicable quarter, provide the Stockholder Representative with interim written reports with respect to Net Sales, Cost of Goods Sold and deliver (or cause to be prepared Gross Profit for the immediately preceding quarter, together with reasonably detailed documentary evidence supporting the basis for such calculation, and delivered) to shall, upon the Seller request of the Stockholder Representative, not later than sixty (60) days following meet with the end of the Earn-Out PeriodStockholder Representative once per quarter at a mutually agreed upon time and location to discuss such information. In addition, a statement setting forth Acquiror’s good faith determination as prior to whether Earn-Out Net Sales during the Earn-Out Period are equal to or greater than the Earn-Out Threshold, and the amount of the making any Earn-Out Payment payable hereunderunder the First Tranche or Second Tranche, including if the amount of such payment is zero dollars ($0)as applicable, together with all supporting calculations and reasonable detail related thereto (the “Earn-Out Statement”). The Seller Representative may deliver a Purchase Price Dispute Notice, including with respect to the Payment Agent, Parent shall deliver to the Stockholder Representative as soon as practicable, and in any event, no later than March 15, 2005, in the case of the First Tranche, and March 15, 2006, in the case of the Second Tranche, a schedule setting forth the computation of the applicable Earn-Out Payment and a copy of the financial information used in making such computation, together with reasonably detailed documentary evidence supporting the basis for such calculation. If applicable, such schedule shall also set forth thereinany proposed set-off for Excess Losses in accordance with Section 7.6(b) and the net aggregate amount, if any, of such Earn-Out Payment, after giving effect to such set-off, to Acquiror be distributed to the former Company Stockholders. Parent’s computation of the gross amount of any Earn-Out Payment (prior to any possible set-off for Excess Losses) under this Section 1.9 shall be conclusive and binding upon the parties hereto unless, within thirty (30) days of following the Stockholder Representative’s receipt of such schedule, the Stockholder Representative notifies Parent in writing that it disagrees with Parent’s computation of the applicable Earn-Out Statement thereof in accordance with Section 2.4(b), and Payment. Such notice shall include a schedule setting forth the dispute resolutions provided in Section 2.4(b) shall apply until the amount Stockholder Representative’s computation of the Earn-Out Payment is finally determined as payment together with a copy of any information, other than that previously provided therein. The Earn-Out Payment shall be made by Acquiror to the CompanyParent, for payment to the Earn-Out Recipients for payment through the Company payroll (subject to Section 2.6), used in accordance with Schedule 2.5(a) and in the respective amounts set forth in writing by the Seller Representative, with making such calculations by the Seller Representative to be provided to Acquiror on the date that is the earlier of (i) thirty (30) calendar days following the final determination of the amount of the Earn-Out Payment in accordance with Section 2.4(b) and (ii) June 7, 2024. Such payment shall be made by Acquiror as soon as reasonably practicable following the Seller Representative’s delivery of the final determination of the amount of the Earn-Out Payments, which such payment shall be made no later than June 15, 2024computation.