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

Determination of Earn-Out Payments. (a) In respect of the Earn-Out Milestones set out in Sections 1, 2 and 3 of Schedule 2.8.1(A), the Purchaser shall advise the Vendors’ Delegate in writing of the satisfaction of each such Earn-Out Milestone within [**] of each such Earn-Out Milestone being satisfied. If the Purchaser or the Vendors’ Delegate dispute whether either such Earn-Out Milestone has been satisfied, such dispute shall be resolved in accordance with the dispute resolution process set out in Section 7.11.3 of this Agreement. (b) In respect of the Earn-Out Milestones set out in Sections 4 to 6 of Schedule 2.8.1(A), the Purchaser shall, no later than [**] after the approval of the audited consolidated financial statements of the Purchaser and the Group for each applicable fiscal year, and, in any event, by no later than [**] in each calendar year during the Earn-Out Period, deliver to the Vendors’ Delegate a written report which shall include a calculation of any Earn-Out Payments payable for such fiscal year (the date upon which such written report is delivered, the “Earn-Out Payment Report Delivery Date”). If the Vendors’ Delegate does not deliver a written notice of objection in connection with such calculation to the Purchaser within [**] after delivery of such calculation by the Purchaser to the Vendors’ Delegate, the Vendors’ Delegate shall be deemed to have accepted such calculation, such calculation shall be final and binding on the Parties hereto immediately following the expiration date for the giving of such notice of objection. Any disagreement among the Vendors’ Delegate and the Purchaser regarding the calculations under this Section 2.8.2 shall be finally determined in accordance with the provisions of Sections 2.6.3 to 2.6.8, mutatis mutandis. The Purchaser shall satisfy the amount of the Contingent Consideration payable in accordance with the terms of this Section 2.8. To the extent a portion of the Contingent Consideration is in dispute, the Purchaser shall satisfy the amount of the Contingent Consideration not in dispute, with the balance (if any) satisfied by the Purchaser after a final determination or resolution is made.

Determination of Earn-Out Payments. (a) In respect Sellers shall deliver to Purchaser within ninety (90) days of August 31, 1997 (i) the Company's audited financial statements for the twelve-month period ended August 31, 1997 and (ii) a statement setting forth the computation and amount of Adjusted Pre-Tax Income for the first Earn-Out Period as reviewed and concurred to by the Company's independent public accountants (the "First Earn-Out Statement"). Purchaser shall pay the Earn-Out Milestones set out in Sections 1Payment, 2 and 3 of Schedule 2.8.1(A)if any, the Purchaser shall advise the Vendors’ Delegate in writing to Sellers within five (5) days of the satisfaction delivery of each such the First Earn-Out Milestone within [**] Statement unless disputed by Purchaser. Purchaser must notify Sellers of each such any dispute with the computation of Adjusted Pre-Tax Income set forth on the First Earn-Out Milestone being satisfied. If the Purchaser or the Vendors’ Delegate dispute whether either such Earn-Out Milestone has been satisfiedStatement, and any such dispute shall be resolved resolved, in accordance with the dispute resolution process same manner as set out forth in Section 7.11.3 of this Agreement1.4(c) below. (b) In respect Purchaser shall deliver to Sellers within ninety (90) days of September 30, 1998 and 1999 (i) the Company's audited financial statements covering the respective Earn-Out Period and (ii) a statement setting forth the computation and amount of Adjusted Pre-Tax Income for such Earn-Out Period (as reviewed and concurred to by the Company's independent public accountants) (each, an "Earn-Out Statement") and shall pay the Earn-Out Payment, if any, to Sellers within five (5) days of the delivery of the Earn-Out Milestones set out Statement unless disputed by Sellers in Sections 4 to 6 of Schedule 2.8.1(A), accordance with Section 1.4(b) below. (c) Sellers shall have thirty (30) days from the Purchaser shall, no later than [**] after the approval of the audited consolidated financial statements of the Purchaser and the Group for each applicable fiscal year, and, in any event, by no later than [**] in each calendar year during date the Earn-Out Period, deliver Statements are delivered to it to furnish Purchaser with a letter requesting access to the Vendors’ Delegate a written report which books and records of the Company necessary to compute the Adjusted Pre-Tax Income and upon receipt of such request, Purchaser shall include a calculation of any Earn-Out Payments payable promptly make available such books and records to Mikaxx Xxxxxxx xx Hemberg Advokatbyra, Gothenburg, Sweden, as agent for such fiscal year the Sellers (the date upon which such written report is delivered, the “Earn-Out Payment Report Delivery Date”"Sellers' Representative"). If Sellers shall have sixty (60) days after such access is granted to cause Sellers' Representative to furnish Purchaser with a letter setting forth those items with which Sellers disagree and the Vendors’ Delegate does not deliver a written notice reasons for each such disagreement. The parties shall promptly seek to reconcile any such disagreement; if they fail to reach an agreement within thirty (30) days of objection in connection with such calculation to the receipt by Purchaser within [**] after delivery of such calculation letter, then an independent public accounting firm shall be retained by the Purchaser parties to settle any remaining disagreement, and the Vendors’ Delegate, the Vendors’ Delegate shall be deemed to have accepted such calculation, such calculation decision of said firm shall be final and binding on the Parties hereto immediately following the expiration date for the giving of all parties to this Agreement. If Sellers' Representative and Purchaser cannot agree on an accounting firm to settle any remaining disagreement within such notice of objection. Any disagreement among the Vendors’ Delegate thirty (30) day period, then Sellers' Representative and Purchaser shall each designate an independent public accounting firm and the Purchaser regarding two (2) firms so designated shall select an independent public accounting firm and the calculations under this Section 2.8.2 decision of said firm shall be finally determined in accordance with the provisions of Sections 2.6.3 final and binding on all parties to 2.6.8, mutatis mutandisthis Agreement. The Purchaser fees of all accounting firms involved shall satisfy be borne equally by the amount Seller, on the one hand, and Purchaser, on the other hand. The payment of the Contingent Consideration payable in accordance with the terms of this Section 2.8. To the extent a portion of the Contingent Consideration is any Earn-Out Payment in dispute, ultimately determined (pursuant to the Purchaser procedures set forth in this paragraph) to be due the Sellers shall satisfy the amount be made within five (5) days of the Contingent Consideration not in dispute, with the balance (if any) satisfied by the Purchaser after a final determination or resolution is madesuch determination.

Determination of Earn-Out Payments. During the First Year, the Second Year and the Third Year, Buyer shall deliver to the Representative within thirty (a30) In respect days after the end of each quarter of each applicable year a report setting forth Buyer’s preliminary and non-binding calculation of Recurring Revenue for such quarter. Within sixty (60) days after the end of each of the First Year, the Second Year and the Third Year, Buyer shall prepare and deliver to the Representative a report (the “Earn-Out Report”) setting forth Buyer’s calculation of Recurring Revenue and the resulting Earn-Out Payments, if any. Buyer’s calculations of Recurring Revenue shall be made in accordance with the definition of Recurring Revenue. If the Representative has any objections to the calculation of Recurring Revenue and the resulting Earn-Out Payment calculation(s) prepared by Buyer, then the Representative will deliver a detailed written statement (the “Earn-Out Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery of the Earn-Out Milestones set out in Sections 1, 2 and 3 of Schedule 2.8.1(A), Report. If the Purchaser shall advise the Vendors’ Delegate in writing of the satisfaction of each such Representative fails to deliver an Earn-Out Milestone Objections Statement within [**] such thirty (30) day period, then the calculation of each such Recurring Revenue and the resulting Earn-Out Milestone being satisfiedPayment set forth in the Earn-Out Report shall become final and binding on all Parties. If the Purchaser or the Vendors’ Delegate dispute whether either such Representative delivers an Earn-Out Milestone Objections Statement within such thirty (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has been satisfiedsubmitted the Earn-Out Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to Buyer and the Representative 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 Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be resolved any more favorable to Buyer than is set forth in accordance with the dispute resolution process set out Earn-Out Report or any more favorable to the Representative than is proposed in Section 7.11.3 the Earn-Out Objections Statement. The costs, expenses and fees of this Agreement. (b) In respect the Accountants shall be borne by the Party whose calculation of the Earn-Out Milestones set out in Sections 4 to 6 Payments has the greatest difference from the final Earn-Out Payments as determined by the Accountants under this Section 1.11. If each of Schedule 2.8.1(Athe Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Participating Equityholders), on the Purchaser shall, no later than [**] after the approval of the audited consolidated financial statements of the Purchaser and the Group for each applicable fiscal year, and, in any event, by no later than [**] in each calendar year during other hand. Upon the Earn-Out PeriodPayment becoming final and binding in accordance with this Section 1.11, deliver to the Vendors’ Delegate a written report which Buyer shall include a calculation of any pay such Earn-Out Payments payable for such fiscal year (the date upon which such written report is deliveredPayment, the “Earn-Out Payment Report Delivery Date”). If the Vendors’ Delegate does not deliver a written notice of objection in connection with such calculation if any, to the Purchaser within [**] after delivery of such calculation by the Purchaser to the Vendors’ Delegate, the Vendors’ Delegate shall be deemed to have accepted such calculation, such calculation shall be final and binding on the Parties hereto immediately following the expiration date for the giving of such notice of objection. Any disagreement among the Vendors’ Delegate and the Purchaser regarding the calculations under this Section 2.8.2 shall be finally determined Participating Equityholders in accordance with the provisions of Sections 2.6.3 to 2.6.8, mutatis mutandis. The Purchaser shall satisfy the amount of the Contingent Consideration payable in accordance with the terms of this Section 2.8. To the extent a portion of the Contingent Consideration is in dispute, the Purchaser shall satisfy the amount of the Contingent Consideration not in dispute, with the balance (if any) satisfied by the Purchaser after a final determination or resolution is made1.8(c).

Determination of Earn-Out Payments. (a) In respect To the extent that Buyer determines that the full amount of the Earn-Out Milestones set out in Sections 1Payments are not achieved, 2 within sixty (60) days after the end of Fiscal 2019, Buyer shall prepare and 3 of Schedule 2.8.1(A), deliver to the Purchaser shall advise Representative a report (the Vendors’ Delegate in writing of the satisfaction of each such “Earn-Out Milestone within [**] of each such Earn-Out Milestone being satisfied. If the Purchaser or the Vendors’ Delegate dispute whether either such Earn-Out Milestone has been satisfied, such dispute shall be resolved in accordance with the dispute resolution process set out in Section 7.11.3 of this Agreement. Report”) setting forth (ba) In respect Buyer’s calculation of the Earn-Out Milestones Payments and (b) all records and work papers reasonably necessary to compute and verify the information set out forth in Sections 4 to 6 of Schedule 2.8.1(A), the Purchaser shall, no later than [**] after the approval of the audited consolidated financial statements of the Purchaser and the Group for each applicable fiscal year, and, in any event, by no later than [**] in each calendar year during the Earn-Out Period, deliver Report. If the Representative has any objections to the Vendors’ Delegate a written report which shall include a calculation of any the Earn-Out Payments payable for such fiscal year prepared by Buyer, then the Representative will deliver a reasonably detailed written statement (the date upon which such written report is delivered, the “Earn-Out Payment Report Delivery DateObjections Statement”)) describing its objections to Buyer within thirty (30) days after delivery of the Earn-Out Report. If the Vendors’ Delegate does Representative 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 Representative delivers an Earn-Out Objections Statement within such thirty (30) day period, then the Representative 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 Representative has submitted the Earn-Out Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written notice report to Buyer and the Representative and will submit a resolution of objection such unresolved disputes promptly, but in connection with such calculation any event within thirty (30) days after the dispute is submitted to the Purchaser within [**] after delivery Accountants. The Accountants’ determination of such calculation by the Purchaser to the Vendors’ Delegate, the Vendors’ Delegate shall be deemed to have accepted such calculation, such calculation shall unresolved disputes will be final and binding on upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Parties hereto immediately following Earn-Out Report or any more favorable to the expiration date for Representative than is proposed in the giving Earn-Out Objections Statement. The costs, expenses and fees of such notice the Accountants shall be borne by either the Equityholders, if the Representative’s calculation of objection. Any disagreement among the Vendors’ Delegate and Earn-Out Payments has the Purchaser regarding greatest difference from the calculations final Earn-Out Payments as determined by the Accountants under this Section 2.8.2 1.13 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 Accountants under this Section 1.11; otherwise, such costs, fees and expenses of the Accountants shall be finally determined borne equally by Buyer, on the one hand, and the Representative (on behalf of the Equityholders), on the other hand. Upon the Earn-Out Payments becoming final and binding in accordance with this Section 1.13, Buyer shall pay such Earn-Out Payments to the provisions of Sections 2.6.3 to 2.6.8Exchange Agent or the Surviving Corporation, mutatis mutandis. The Purchaser shall satisfy the amount of the Contingent Consideration payable as applicable, in accordance with the terms of this Section 2.8. To the extent a portion of the Contingent Consideration is in dispute, the Purchaser shall satisfy the amount of the Contingent Consideration not in dispute, with the balance (if any) satisfied by the Purchaser after a final determination or resolution is made1.10(d).