Determination of Earnout Payments Sample Clauses

Determination of Earnout Payments. Following the Earnout Statement Date and until resolution of the Earnout Amount under this Section 2.17(b), (i) Buyer and Sapphire shall reasonably cooperate with and assist each other in resolving any items questioned or disputed by Sapphire with respect thereto in good faith, including by Buyer making reasonably available and granting reasonable access (during normal business hours) to records and employees of Buyer and the other members of the Earnout Group involved in the calculation and preparation of such Earnout Statement, and (ii) Sapphire shall have a period of ninety (90) calendar days from the Earnout Statement Date ( the “Earnout Objection Period”) to deliver to Buyer a statement (the “Earnout Objection Statement”) setting forth any objections that Sapphire may have to such Earnout Statement, including a reasonably detailed explanation of the basis for each such objection along with reasonably detailed supporting calculations. If Sapphire does not deliver to Buyer an Earnout Objection Statement by the end of the Earnout Objection Period, or if during such Earnout Objection Period Sapphire delivers to Buyer written notice that Sapphire accepts such Earnout Statement, then such Earnout Statement and the amounts contained in such statement shall become final, conclusive, and binding on the Parties for purposes of this Section 2.17 and for all purposes under this Agreement. All discussions and negotiations pursuant to this Section 2.17(b) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable rules of evidence of any Governmental Authority. If Sapphire delivers an Earnout Objection Statement prior to the end of the Earnout Objection Period, then Sapphire and Buyer shall attempt in good faith to resolve any disputed items. If Sapphire and Buyer are unable to resolve all or any of the disputed items within sixty (60) calendar days after delivery of an Earnout Objection Statement (the “Earnout Resolution Period”), then the remaining disputed items that Sapphire objected to in the Earnout Objection Statement and that Buyer and Sapphire were unable to resolve during the Earnout Resolution Period (the “Earnout Disputed Items”) shall be jointly submitted to the Independent Firm (to act in its capacity as an independent expert and not as an arbitrator) to resolve such Earnout Disputed Items in accordance with the standards set forth in this Section 2.17(b). The Independent Firm’s ...
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Determination of Earnout Payments. All determinations of EBIT and AEBIT for the Combined Company, including all adjustments thereto to prevent any such distortion in EBIT or AEBIT and other determinations in accordance with the terms of this Agreement, shall be made and reported to Buyer and the Sellers by the internal accounting staff utilized by Buyer by April 30, 1999 for the determination of 1998 AEBIT and thereafter within 60 days after the end of the period for which such determination is being made. The determination of such internal accounting staff shall be conclusive and binding upon the parties hereto on the thirtieth day thereafter (or such earlier date as Buyer is advised by the Sellers that the Sellers accept such determination as conclusive and binding) unless the Sellers within such thirty-day period provide to Buyer written notice of objection to such determination, in which event the matter shall be resolved by the Dispute Resolution Mechanism. Subject to the adjustments set forth above, Buyer's accounting policies and practices shall be utilized in determining EBIT or AEBIT as long as such policies are in accordance with generally accepted accounting principles consistently applied. Any Earnout payments owed shall be paid within 10 days after the determination has become conclusive and binding on the parties that such payment is due to the Sellers. Such payment shall be made by check and mailed to the Sellers at their respective addresses set forth herein, and shall be subject to setoff with respect to the fees owed by Sellers to Acquest (as hereinafter defined) following Sellers' approval of the amount thereof.
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Determination of Earnout Payments. (a) In addition to the Closing Purchase Price, the Sellers shall, subject to the terms and conditions set forth in this Section 2.5, be entitled to additional consideration of up to CHF 129,600,000 (Swiss Francs one hundred and twenty nine million six hundred thousand) payable by the Buyer in two installments (the Earnout Payments), subject to the achievement or completion by the Company of the milestone events set out in Annex 2.5.1(a) (the Milestone Events).
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Determination of Earnout Payments. (a) In addition to, and along with, delivering the Certified Balance Sheets and Income Statements for the prior Anniversary Year, the Purchaser shall prepare and deliver to the Sellers a statement which sets forth, in reasonable detail, the Purchaser’s determination of the payment due to the Sellers under Sections 2.02, 2.03 or 2.04, as the case may be (an “Earnout Payment”), if any, payable in respect of the prior Anniversary Year. In accordance with Section 3.01(b) above, at all reasonable times during the thirty (30) days immediately following the Seller’ receipt of such statement, the Sellers and the Sellers’ accountants (“Sellers’ Accountants”) shall be permitted to review the Purchaser’s and Purchaser’s accountants (“Purchaser’s Accountants”) financial information and working papers relating to the Certified Balance Sheets and Income Statements and the Purchaser shall make available to the Sellers and the Sellers’ Accountants at reasonable times and on reasonable advance notice the individuals responsible for the preparation of the Certified Balance Sheets and Income Statements in order to respond to the reasonable inquiries of the Sellers and the Sellers Accountants.
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Determination of Earnout Payments. (a) The Earnout Payments will be determined as follows:
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Determination of Earnout Payments. For each of the following three (3) fiscal years ending September 30, 1997, September 30, 1998 and September 30, 1999, the Shareholders shall, as additional consideration for the Merger receive the following amounts (each an "Earnout Payment") equal to the amount determined in accordance with this Section 2.8 as follows:
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Determination of Earnout Payments 
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Related to Determination of Earnout Payments

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Payments to Specified Employees Notwithstanding any other Section of this Agreement, if the Employee is a Specified Employee at the time of the Employee’s Separation from Service, payments or distribution of property to the Employee provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Code Section 409A) shall be deferred until the six (6) month anniversary of such Separation from Service to the extent required in order to comply with Code Section 409A and Treasury Regulation 1.409A-3(i)(2).

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • 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.

  • Exclusion from Compensation Calculation By acceptance of this Agreement, you shall be deemed to be in agreement that the Units covered hereby shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary” in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except as determined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that all such shares be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsored by the Company or any of its Affiliates.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Determination of Amounts Whenever a Priority Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Out Obligations (or the existence of any commitment to extend credit that would constitute First-Out Obligations), or Second-Out Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Priority Debt Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Priority Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Priority Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Priority Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any of their subsidiaries, any Priority Secured Party or any other Person as a result of such determination.

  • Determination of Realized Tax Benefit Section 2.1. Basis Adjustments and Section 704(c) Allocations; The LLC 754 Election.

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

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