Common use of Earn-Out Statements Clause in Contracts

Earn-Out Statements. Within thirty (30) days following the end of the First Earn-Out Period, and, if the Earn-Out Payment was not made in respect of the First Earn-Out Period, within thirty (30) days following the end of the Second Earn-Out Period, Purchaser shall prepare or cause to be prepared and will furnish to the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement reflecting the CP Advisory Revenue for such First Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period, and (ii) with respect to the Second Earn-Out Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period (each such statement, an “Earn-Out Statement”). Unless the Seller Representative, within fifteen (15) days after receipt of an Earn-Out Statement, provides Purchaser with a written notice objecting thereto and specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement shall be binding upon Purchaser and the Sellers. The Seller Representative shall have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Earn-Out Statement and the calculation of the Earn-Out Payment, and Purchaser shall provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), as well as to personnel of Purchaser, the Companies and their Subsidiaries. In the event there is a dispute between Purchaser and the Seller Representative regarding an Earn-Out Payment or an Earn-Out Statement, the Seller Representative timely provides Purchaser with an Earn-Out Objection, and such dispute is not resolved within thirty (30) days of receipt by Purchaser of the applicable Earn-Out Objection, Purchaser and the Seller Representative shall engage the Auditor to resolve the dispute in a manner consistent with the provisions of Section 2.4.

Earn-Out Statements. (i) Within thirty (30) 120-days following the end of the First each Earn-Out Period, and, if Year (except for the end of the final Earn-Out Year corresponding to the end the Earn-Out Payment was not made in respect of the First Measurement Period), Buyer will prepare or cause to be prepared and deliver or cause to be delivered to M. Xxxxxxx a statement (each, an “Interim Earn-Out PeriodEBITDA Statement”) showing Buyer’s calculation of the Annual Earn-Out EBITDA for the applicable Earn-Out Year. (ii) In the event that Sitrick Co or Brincko elects to exercise the Acceleration Option pursuant to Section 2.7(c)(iii) or (iv) of the MIPA, as applicable, and timely delivers the Notice of Option Exercise to Buyer, then within thirty 90-days after the Change of Control, Buyer will prepare or cause to be prepared and deliver or cause to be delivered to M. Xxxxxxx a statement (30the “Accelerated Earn-Out EBITDA Statement”), which shall set forth Buyer’s calculation of the Annual Earn-Out EBITDA, the Average Annualized Earn-Out EBITDA, or the Earn-Out EBITDA, as required to calculate the Accelerated Goodwill Earn-Out Payment pursuant to Section 2.5(c) days following and/or the Accelerated Earn-Out Payment pursuant to Section 2.7(c) of the MIPA; provided, however, that if the Change of Control occurs prior to the end of the Second first Earn-Out Year, then Buyer will deliver the Accelerated Goodwill Earn-Out Payment to M. Xxxxxxx within 90-days following the Change of Control without regard to the following procedural provisions of this Section 2.5(d). (iii) Within 120-days after the end of the Earn-Out Measurement Period, Purchaser Buyer will prepare or cause to be prepared and deliver or cause to be delivered to M. Xxxxxxx a statement (the “Earn-Out EBITDA Statement”), which shall set forth Buyer’s calculation of the Earn-Out EBITDA for the Earn-Out Measurement Period. (iv) Upon receipt of any Interim Earn-Out EBITDA Statement from Buyer, M. Xxxxxxx shall have 30-days to review such Interim Earn-Out EBITDA Statement. If M. Xxxxxxx disagrees with such Interim Earn-Out EBITDA Statement, he shall follow the procedures set forth in Section 2.5(f) to notify Buyer of, and resolve, such disagreement. During such 30-day period, Buyer shall provide M. Xxxxxxx with such access to the financial books and records of the Company as he may reasonably request to enable him to review such Interim Earn-Out EBITDA Statement. If neither M. Xxxxxxx nor any of the Sellers timely delivers a Statement of Earn-Out Objections pursuant to Section 2.5(f) or pursuant to the MIPA, then the Annual Earn-Out EBITDA for the applicable Earn-Out Year shall be as set forth in the Interim Earn-Out EBITDA Statement. (v) Upon receipt of any Accelerated Earn-Out EBITDA Statement from Buyer, M. Xxxxxxx shall have 30-days to review the Accelerated Earn-Out EBITDA Statement. If M. Xxxxxxx disagrees with such Accelerated Earn-Out EBITDA Statement, he shall follow the procedures set forth in Section 2.5(f) to notify Buyer of, and resolve, such disagreement. During such 30-day period, Buyer shall provide to M. Xxxxxxx such access to the financial books and records of the Company as he may reasonably request to enable him to review such Accelerated Earn-Out EBITDA Statement. If neither M. Xxxxxxx nor any of the Sellers timely delivers a Statement of Earn-Out Objections pursuant to Section 2.5(f) or pursuant to the MIPA, then the Annual Earn-Out EBITDA, the Average Annualized Earn-Out EBITDA, or the Earn-Out EBITDA, as applicable, shall be as set forth in the Accelerated Earn-Out EBITDA Statement. (vi) Upon receipt of the Earn-Out EBITDA Statement from Buyer, M. Xxxxxxx shall have 30-days to review the Earn-Out EBITDA Statement. If M. Xxxxxxx disagrees with such Earn-Out EBITDA Statement, he shall follow the procedures set forth in Section 2.5(f) to notify Buyer of, and resolve, such disagreement. During such 30-day period, Buyer shall provide to M. Xxxxxxx such access to the financial books and records of the Company as he may reasonably request to enable him to review such Earn-Out EBITDA Statement. If neither M. Xxxxxxx nor any of the Sellers timely delivers a Statement of Earn-Out Objections pursuant to Section 2.5(f) or pursuant to the MIPA, then the Earn-Out EBITDA for the Earn-Out Measurement Period shall be as set forth in the Earn-Out EBITDA Statement. (vii) Within ten (10) Business Days after the final determination pursuant to Section 2.5(d)(v) of the Annual Earn-Out EBITDA, the Average Annualized Earn-Out EBITDA, or the Earn-Out EBITDA, as applicable, M. Xxxxxxx shall prepare or cause to be prepared and will furnish deliver or cause to be delivered to Buyer a statement (the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement reflecting the CP Advisory Revenue for such First Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period, and (ii) with respect to the Second Earn-Out Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period (each such statement, an “Earn-Out Accelerated Goodwill Adjusted Applicable Percentage Statement”). Unless , which shall set forth the Seller RepresentativeGoodwill Adjusted Applicable Percentage, within fifteen (15) days after receipt of an Earn-Out Statementcalculated in accordance with Schedule E. X. Xxxxxxx shall, provides Purchaser with a written notice objecting thereto and specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement shall be binding upon Purchaser and the Sellers. The Seller Representative shall have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Earn-Out Goodwill Adjusted Applicable Percentage Statement, negotiate in good faith to determine the mechanism for allocating the EBITDA of the Company among the Sellers and M. Xxxxxxx, and Buyer shall have the right to rely on the Goodwill Adjusted Applicable Percentage set forth on the Accelerated Adjusted Applicable Percentage Statement and in making any payments to M. Xxxxxxx pursuant to this Section 2.5. (viii) Within ten (10) Business Days after the calculation final determination pursuant to Section 2.5(d)(vi) of the Earn-Out PaymentEBITDA for the Earn-Out Measurement Period, M. Xxxxxxx shall prepare or cause to be prepared and deliver or cause to be delivered to Buyer a statement (the “Goodwill Adjusted Applicable Percentage Statement”), which shall set forth the Goodwill Adjusted Applicable Percentage calculated in accordance with Schedule E. X. Xxxxxxx shall, in connection with the preparation of the Goodwill Adjusted Applicable Percentage Statement, negotiate in good faith to determine the mechanism for allocating the EBITDA of the Company among the Sellers and M. Xxxxxxx, and Purchaser Buyer shall provide have the Seller Representative with copies thereof right to rely on the Goodwill Adjusted Applicable Percentage set forth on the Goodwill Adjusted Applicable Percentage Statement in making any payments to M. Xxxxxxx pursuant to this Section 2.5. (as reasonably requested by ix) Within ten (10) Business Days of the Seller Representative)later of (a) receipt of the Accelerated Goodwill Adjusted Applicable Percentage Statement from M. Xxxxxxx and (b) receipt of the Accelerated Adjusted Applicable Percentage Statement from the Sellers pursuant to the MIPA, as well as Buyer shall prepare or cause to personnel of Purchaser, be prepared and deliver or cause to be delivered to M. Xxxxxxx a statement (the Companies and their Subsidiaries. In the event there is a dispute between Purchaser and the Seller Representative regarding an “Accelerated Goodwill Earn-Out Payment or an Statement”), which shall set forth Buyer’s calculation of the Accelerated Goodwill Earn-Out StatementPayment. (x) Within ten (10) Business Days of the later of (a) receipt of the Goodwill Adjusted Applicable Percentage Statement from M. Xxxxxxx and (b) receipt of the Adjusted Applicable Percentage Statement from the Sellers and the Employee Bonus Pool Statement from the Management Officers pursuant to the MIPA, Buyer shall prepare or cause to be prepared and deliver or cause to be delivered to M. Xxxxxxx a statement (the Seller Representative timely provides Purchaser with an “Final Goodwill Earn-Out ObjectionPayment Statement”), which shall set forth Buyer’s calculation of the Full-Term Goodwill Earn-Out Payment. (xi) Upon receipt of an Accelerated Goodwill Earn-Out Payment Statement from Buyer, M. Xxxxxxx shall have ten (10) Business Days to review the Accelerated Goodwill Earn-Out Payment Statement. If M. Xxxxxxx disagrees with such Accelerated Goodwill Earn-Out Payment Statement, Buyer and M. Xxxxxxx shall endeavor in good faith, for a period not to exceed twenty (20) Business Days from the date of receipt of such Accelerated Goodwill Earn-Out Payment Statement, to resolve M. Xxxxxxx’x objections. If such objections are not so resolved at the end of the 20-Business Day period, then either M. Xxxxxxx or Buyer may submit the resolution of such objections to the Accounting Arbitrator in accordance with the procedure set forth in Section 2.5(f) with respect to Earn-Out Disputes. If M. Xxxxxxx does not timely object to the Accelerated Goodwill Earn-Out Payment Statement, then the Accelerated Goodwill Earn-Out Payment shall be as set forth in the Accelerated Goodwill Earn-Out Payment Statement. (xii) Upon receipt of the Final Goodwill Earn-Out Payment Statement from Buyer, M. Xxxxxxx shall have ten (10) Business Days to review the Final Goodwill Earn-Out Payment Statement. If M. Xxxxxxx disagrees with such Final Goodwill Earn-Out Payment Statement, Buyer and M. Xxxxxxx shall endeavor in good faith, for a period not to exceed twenty (20) Business Days from the date of receipt of such Final Goodwill Earn-Out Payment Statement, to resolve M. Xxxxxxx’x objections. If such objections are not so resolved at the end of the 20-Business Day period, then either M. Xxxxxxx or Buyer may submit the resolution of such objections to the Accounting Arbitrator in accordance with the procedure set forth in Section 2.5(f) with respect to Earn-Out Disputes. If M. Xxxxxxx does not timely object to the Final Goodwill Earn-Out Payment Statement, then the Full-Term Goodwill Earn-Out Payment shall be as set forth in the Final Goodwill Earn-Out Payment Statement. (xiii) Notwithstanding the foregoing, if Brincko has previously elected the Acceleration Option solely as to itself pursuant to Section 2.7(c)(iv) of the MIPA and M. Xxxxxxx has previously delivered to Buyer an Accelerated Goodwill Adjusted Applicable Percentage Statement pursuant to Section 2.5(d)(vii), then (A) the Goodwill Adjusted Applicable Percentage shall be as set forth on the Accelerated Goodwill Adjusted Applicable Percentage Statement, and M. Xxxxxxx shall not be required to deliver any subsequent Accelerated Goodwill Adjusted Applicable Percentage Statement or Goodwill Adjusted Applicable Percentage Statement, and (B) Buyer may combine the Accelerated Earn-Out EBITDA Statement with the Accelerated Goodwill Earn-Out Payment Statement or the Earn-Out EBITDA Statement with the Final Goodwill Earn-Out Payment Statement, as applicable, and M. Xxxxxxx shall have 30-days to review such dispute is not resolved within thirty combined statements pursuant to Section 2.5(d)(v) or Section 2.5(d)(vi), as applicable. (30xiv) days In connection with the preparation of receipt by Purchaser the above referenced Earn-Out Payment Statements, Buyer will obtain an audit of the financial statements of the Company for the applicable Earn-Out Objection, Purchaser Year. Each audit will be performed by a nationally recognized independent registered accounting firm determined by Buyer and will comply with GAAP and the Seller Representative shall engage then-current rules of the Auditor to resolve SEC. The Parties agree that the dispute costs of each such audit will be borne by the Company and included in a manner consistent with determining EBIDTA for the provisions of Section 2.4applicable Earn-Out Year under audit.

Earn-Out Statements. (a) Within thirty sixty (3060) days following of the end of each Calculation Period within the First Earn-Out Period, and, if the Earn-Out Payment was not made in respect of the First Earn-Out Period, within thirty (30) days following the end of the Second Earn-Out Period, Purchaser shall prepare or cause to be prepared and will furnish to a statement setting forth Purchaser’s calculation of the Seller Representative (i) amount of the Earn-Out Payment that is due with respect to the First relevant period, and within sixty (60) days of the end of the Cumulative Earn-Out Period, Purchaser shall prepare a detailed statement reflecting setting forth Purchaser’s calculation of the CP Advisory Revenue for such First Earn-Out Period and indicating whether any amount of the Cumulative Earn-Out Payment is due said statements being referred to herein as the Sellers for such period, and (ii) with respect to the Second Earn-Out Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period (each such statement, an “Earn-Out StatementCalculation Statements”). Unless Concurrently with the Seller Representative, within fifteen (15) days after receipt delivery of an each Earn-Out Calculation Statement, provides Purchaser with a written notice objecting thereto and specifying, in reasonable detail, the basis for such objection and shall pay Seller the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement shall be binding upon Purchaser and the Sellers. The Seller Representative shall have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Earn-Out Statement Payment or Cumulative Earn-Out Payment, as applicable, reflected thereon by wire transfer of immediately available funds to such account as shall be designated from time to time by Seller. Purchaser shall provide Seller, in addition to said statements, such additional documentation and the supporting information as may be necessary to allow Seller to review and verify Purchaser’s determinations and calculations as reflected in each such Earn-Out Calculation Statement. (b) Seller shall notify Purchaser of any disagreement that Seller may have with Purchaser’s calculation of the Earn-Out Payment, and Purchaser shall provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), as well as to personnel of Purchaser, the Companies and their Subsidiaries. In the event there is a dispute between Purchaser and the Seller Representative regarding an Payments or Cumulative Earn-Out Payment or an Earn-Out StatementPayment, as applicable, within thirty (30) days of the receipt thereof by Seller. If Seller Representative timely provides advises Purchaser of its disagreement with an Earn-Out ObjectionCalculation Statement, Seller and such Purchaser shall attempt in good faith to resolve any dispute is not resolved within thirty (30) days of receipt by Purchaser of Seller’s objection and Purchaser shall make any adjusting payment and resolve the applicable disputed Earn-Out ObjectionCalculation Statement within three Business Days of the dissolution of the dispute. If within said thirty (30) day period, Seller and Purchaser and the Seller Representative shall engage the Auditor are unable to resolve the dispute, either Purchaser or Seller shall be entitled to submit the dispute for resolution to a nationally recognized accounting firm reasonably acceptable to Seller and Purchaser (the “Independent Accountant”) or in the absence of an agreement, Gxxxx Xxxxxxxx LLP. If the Independent Accountant is retained, each of Purchaser and Seller shall submit a manner consistent written statement summarizing its position on the disputed payments to the Independent Accountant not more than ten (10) Business Days after its appointment, together with any necessary supporting documentation as it deems necessary or as requested by the provisions Independent Accountant. The Independent Accountant shall be instructed to render its decision on the disputed amounts within thirty (30) days of Section 2.4receipt of the written statements. The decision of the Independent Accountant shall be final and binding on, and shall not be subject to appeal by Seller or Purchaser. The Earn-Out Calculation Statement shall be revised to reflect the determination of the Independent Accountant and any payments required to be made as a result thereof shall be paid within three (3) Business Days of the final determination by the Independent Accountant. The fees of the Independent Accountant shall be borne equally by Purchaser and Seller. (c) During the Earn-Out Period and Cumulative Earn-Out Period, appropriate measures will be taken by Purchaser to ensure that the Company continues to generate separate financial statements for the Business at least for each calendar quarter sufficient to allow the Earn-Out Payments and Cumulative Earn-Out Payments to be reviewed and calculated in accordance with this Agreement setting forth, without limitation, EBITA for the Calculation Period in which such quarter is included and EBITA and Business Revenue for the Cumulative Earn-Out Period to date.

Earn-Out Statements. Within thirty (30i) days following the end of the First With respect to each Measurement Period in which an Earn-Out PeriodDate occurs, andPurchaser shall make an Earn-Out Issuance within five (5) days of the earlier of (A) the date on which Purchaser shall be required to file, if and (B) the date on which Purchaser shall have filed, its Form 10-Q quarterly report or Form 10-K annual report, as applicable, in respect of the fiscal quarter in which the Earn-Out Payment was not made Date occurred. With respect to each Measurement Period, in the event that Purchaser determines that no Earn-Out Date occurred, within five (5) days of the earlier of (A) the date on which Purchaser shall be required to file, and (B) the date on which Purchaser shall have filed, its Form 10-Q quarterly report or Form 10-K annual report, as applicable, in respect of the First Earn-Out Period, within thirty (30) days following the end of the Second Earn-Out fiscal quarter corresponding to such Measurement Period, Purchaser shall prepare or cause deliver to be prepared and will furnish to Parent a statement that sets forth in reasonable detail its calculation of the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement reflecting the CP Advisory Business Revenue for such First Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period, and (ii) with respect to the Second Earn-Out Measurement Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period (each such statement, an the “Earn-Out Statement”). Unless the Seller Representative, within fifteen (15) days after receipt of ; it being understood and agreed that Purchaser shall have no obligation to deliver any Earn-Out Statement for any fiscal quarter in a Measurement Period in which an Earn-Out StatementIssuance has been made. With respect to each Measurement Period, provides if Purchaser with a written notice objecting thereto and specifying, in reasonable detail, fails to deliver the basis for such objection and Earn-Out Statement on the amount in dispute date on which it is due pursuant to the prior sentence (an the “Earn-Out ObjectionStatement Deadline”), then an Earn-Out Date shall be deemed to have occurred with respect to such Measurement Period, and Purchaser shall make an Earn-Out Issuance with respect to such Measurement Period within five (5) days following the Earn-Out Statement Deadline. Each Earn-Out Statement shall provide all reasonable backup calculations necessary to arrive at Purchaser’s calculation of the Business Revenue set forth on such Earn-Out Statement for such Measurement Period and such backup calculations shall be binding certified by the corporate controller of Purchaser as having been calculated in accordance with the terms of this Agreement. (ii) With respect to any Measurement Period in which the Purchaser determines that no Earn-Out Date occurred, Purchaser shall, and shall cause its Affiliates to, keep complete and accurate records in reasonably sufficient detail to enable Purchaser, Parent and Sellers to calculate the Business Revenue for such Measurement Period. With respect to each Measurement Period in which the Purchaser determines that no Earn-Out Date occurred, Purchaser shall provide Parent, Sellers and their respective Affiliates and their authorized representatives with access, during normal business hours, upon Purchaser reasonable notice and without unreasonably interfering with Purchaser’s operation of its businesses (including the Sellers. The Seller Representative shall have reasonable access Business), to the all books, records records, facilities, employees and other documents representatives of Purchaser reasonably requested by Parent, Sellers and their respective Affiliates to evaluate and assess the calculation of Business Revenue, including using commercially reasonable efforts to cause Purchaser’s accountants to cooperate and assist Parent, Sellers and their respective Affiliates and their respective representatives in evaluating the calculation of Business Revenue. (including work papersiii) pertaining to or used in connection with Within thirty (30) days of the preparation receipt of the Earn-Out Statement and for the calculation applicable Measurement Period, Parent may deliver to Purchaser in writing its dispute of the Earn-Out Payment, and Purchaser shall provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), as well as to personnel of Purchaser, the Companies and their Subsidiaries. In the event there is a dispute between Purchaser and the Seller Representative regarding an Earn-Out Payment or an such Earn-Out Statement, specifying in reasonable detail the Seller Representative timely provides Purchaser with an Earn-Out Objection, and nature of its dispute. During the thirty (30) days after the delivery of such dispute is not resolved notice to Purchaser, Purchaser and Parent shall attempt in good faith to resolve any such dispute and finally determine the Business Revenue for such Measurement Period. If, at the end of such thirty (30) day period, Purchaser and Parent have failed to reach agreement with respect to the Business Revenue for such Measurement Period, then the matter shall be submitted to the Accountant, which shall act as arbitrator. The Accountant shall determine the Business Revenue for such Measurement Period in accordance with the terms and conditions of this Agreement. The Accountant shall deliver to Parent and Purchaser, as promptly as practicable and in any event within thirty (30) days of receipt by Purchaser after its appointment, a written report setting forth the resolution of the Business Revenue for such Measurement Period. Such report shall be final and binding upon the Parties to the fullest extent permitted by applicable Law and may be enforced in any court having jurisdiction. Each of Purchaser and Parent shall bear all the fees and costs incurred by it in connection with this arbitration, except that all fees and expenses relating to the foregoing work by the Accountant shall be borne by the Party that does not prevail on the matters resolved by the Accountant. (iv) On the second (2nd) Business Day after Purchaser and Parent agree on the Business Revenue for any Measurement Period (or after Purchaser and Parent receive notice of any final determination of the Business Revenue for such Measurement Period pursuant to the procedures set forth in Section 3.8(b)(iii)), then if the Business Revenue for such Measurement Period equals or exceeds the Target Revenue, then Purchaser shall make the Earn-Out Objection, Purchaser and the Seller Representative shall engage the Auditor Issuance to resolve the dispute in a manner consistent with the provisions of Section 2.4BGC US for such Measurement Period.

Earn-Out Statements. (i) With respect to each Measurement Period in which an Earn-Out Date occurs, Purchaser shall make an Earn-Out Issuance within five (5) days of the earlier of (A) the date on which Purchaser shall be required to file, and (B) the date on which Purchaser shall have filed, its Form 10-Q quarterly report or Form 10-K annual report, as applicable, in respect of the fiscal quarter in which the Earn-Out Date occurred. With respect to each Measurement Period, in the event that Purchaser determines that no Earn-Out Date occurred, within five (5) days of the earlier of (A) the date on which Purchaser shall be required to file, and (B) the date on which Purchaser shall have filed, its Form 10-Q quarterly report or Form 10-K annual report, as applicable, in respect of the fiscal quarter corresponding to such Measurement Period, Purchaser shall deliver to Parent a statement that sets forth in reasonable detail its calculation of the Business Revenue for such Measurement Period (such statement, the "Earn-Out Statement"); it being understood and agreed that Purchaser shall have no obligation to deliver any Earn-Out Statement for any fiscal quarter in a Measurement Period in which an Earn-Out Issuance has been made. With respect to each Measurement Period, if Purchaser fails to deliver the Earn-Out Statement on the date on which it is due pursuant to the prior sentence (the "Earn-Out Statement Deadline"), then an Earn-Out Date shall be deemed to have occurred with respect to such Measurement Period, and Purchaser shall make an Earn-Out Issuance with respect to such Measurement Period within five (5) days following the Earn-Out Statement Deadline. Each Earn-Out Statement shall provide all reasonable backup calculations necessary to arrive at Purchaser's calculation of the Business Revenue set forth on such Earn-Out Statement for such Measurement Period and such backup calculations shall be certified by the corporate controller of Purchaser as having been calculated in accordance with the terms of this Agreement. (ii) With respect to any Measurement Period in which the Purchaser determines that no Earn-Out Date occurred, Purchaser shall, and shall cause its Affiliates to, keep complete and accurate records in reasonably sufficient detail to enable Purchaser, Parent and Sellers to calculate the Business Revenue for such Measurement Period. With respect to each Measurement Period in which the Purchaser determines that no Earn-Out Date occurred, Purchaser shall provide Parent, Sellers and their respective Affiliates and their authorized representatives with access, during normal business hours, upon reasonable notice and without unreasonably interfering with Purchaser's operation of its businesses (including the Business), to all books, records, facilities, employees and representatives of Purchaser reasonably requested by Parent, Sellers and their respective Affiliates to evaluate and assess the calculation of Business Revenue, including using commercially reasonable efforts to cause Purchaser's accountants to cooperate and assist Parent, Sellers and their respective Affiliates and their respective representatives in evaluating the calculation of Business Revenue. (iii) Within thirty (30) days following the end of the First Earn-Out Period, and, if receipt of the Earn-Out Payment was not made Statement for the applicable Measurement Period, Parent may deliver to Purchaser in respect writing its dispute of the First such Earn-Out Statement, specifying in reasonable detail the nature of its dispute. During the thirty (30) days after the delivery of such dispute notice to Purchaser, Purchaser and Parent shall attempt in good faith to resolve any such dispute and finally determine the Business Revenue for such Measurement Period. If, at the end of such thirty (30) day period, Purchaser and Parent have failed to reach agreement with respect to the Business Revenue for such Measurement Period, then the matter shall be submitted to the Accountant, which shall act as arbitrator. The Accountant shall determine the Business Revenue for such Measurement Period in accordance with the terms and conditions of this Agreement. The Accountant shall deliver to Parent and Purchaser, as promptly as practicable and in any event within thirty (30) days following after its appointment, a written report setting forth the end resolution of the Second Earn-Out Period, Purchaser shall prepare or cause to be prepared and will furnish to the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement reflecting the CP Advisory Business Revenue for such First Earn-Out Period Measurement Period. Such report shall be final and indicating whether any Earn-Out Payment is due binding upon the Parties to the Sellers for such period, fullest extent permitted by applicable Law and (ii) with respect to the Second Earn-Out Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether may be enforced in any Earn-Out Payment is due to the Sellers for such period (each such statement, an “Earn-Out Statement”)court having jurisdiction. Unless the Seller Representative, within fifteen (15) days after receipt Each of an Earn-Out Statement, provides Purchaser with a written notice objecting thereto and specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement shall be binding upon Purchaser and Parent shall bear all the Sellers. The Seller Representative shall have reasonable access to the books, records fees and other documents (including work papers) pertaining to or used costs incurred by it in connection with this arbitration, except that all fees and expenses relating to the preparation foregoing work by the Accountant shall be borne by the Party that does not prevail on the matters resolved by the Accountant. (iv) On the second (2nd) Business Day after Purchaser and Parent agree on the Business Revenue for any Measurement Period (or after Purchaser and Parent receive notice of any final determination of the Business Revenue for such Measurement Period pursuant to the procedures set forth in Section 3.8(b)(iii)), then if the Business Revenue for such Measurement Period equals or exceeds the Target Revenue, then Purchaser shall make the Earn-Out Statement and the calculation of the Earn-Out Payment, and Purchaser shall provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), as well as Issuance to personnel of Purchaser, the Companies and their Subsidiaries. In the event there is a dispute between Purchaser and the Seller Representative regarding an Earn-Out Payment or an Earn-Out Statement, the Seller Representative timely provides Purchaser with an Earn-Out Objection, and BGC US for such dispute is not resolved within thirty (30) days of receipt by Purchaser of the applicable Earn-Out Objection, Purchaser and the Seller Representative shall engage the Auditor to resolve the dispute in a manner consistent with the provisions of Section 2.4Measurement Period.

Earn-Out Statements. (i) Within thirty (30) 120-days following the end of the First each Earn-Out Period, and, if Year (except for the end of the final Earn-Out Year corresponding to the end the Earn-Out Payment was not made in respect of Measurement Period), Buyer will prepare or cause to be prepared and deliver or cause to be delivered to the First Sellers a statement (each, an “Interim Earn-Out PeriodEBITDA Statement”) showing Buyer’s calculation of the Annual Earn-Out EBITDA for the applicable Earn-Out Year. (ii) In the event that Sitrick Co or Brincko elects to exercise the Acceleration Option pursuant to Section 2.7(c)(iii) or (iv), as applicable, and timely delivers the Notice of Option Exercise to Buyer, then within thirty 90-days after the Change of Control, Buyer will prepare or cause to be prepared and deliver or cause to be delivered to the Sellers a statement (30) days following the “Accelerated Earn-Out EBITDA Statement”), which shall set forth Buyer’s calculation of the Annual Earn-Out EBITDA, the Average Annualized Earn-Out EBITDA, or the Earn-Out EBITDA, as required to calculate the Accelerated Earn-Out Payment pursuant to Section 2.7(c); provided, however, that if the Change of Control occurs prior to the end of the Second first Earn-Out Year, then Buyer will deliver the Accelerated Earn-Out Payment to the applicable Sellers within 90-days following the Change of Control without regard to the following procedural provisions of this Section 2.7(d). (iii) Within 120-days after the end of the Earn-Out Measurement Period, Purchaser Buyer will prepare or cause to be prepared and deliver or cause to be delivered to the Sellers a statement (the “Earn-Out EBITDA Statement”), which shall set forth Buyer’s calculation of the Earn-Out EBITDA for the Earn-Out Measurement Period. (iv) Upon receipt of any Interim Earn-Out EBITDA Statement from Buyer, the Sellers shall have 30-days to review such Interim Earn-Out EBITDA Statement. If either of the Sellers disagrees with such Interim Earn-Out EBITDA Statement, such Seller(s) shall follow the procedures set forth in Section 2.7(f) to notify Buyer of, and resolve, such disagreement. During such 30-day period, Buyer shall provide such Seller(s) with such access to the financial books and records of the Company as it may reasonably request to enable it to review such Interim Earn-Out EBITDA Statement. If neither of the Sellers or X. Xxxxxxx timely delivers a Statement of Earn-Out Objections pursuant to Section 2.7(f) or pursuant to the Goodwill Purchase Agreement, then the Annual Earn-Out EBITDA for the applicable Earn-Out Year shall be as set forth in the Interim Earn-Out EBITDA Statement. (v) Upon receipt of any Accelerated Earn-Out EBITDA Statement from Buyer, the Sellers shall have 30-days to review the Accelerated Earn-Out EBITDA Statement. If either of the applicable Sellers disagrees with such Accelerated Earn-Out EBITDA Statement, such Seller(s) shall follow the procedures set forth in Section 2.7(f) to notify Buyer of, and resolve, such disagreement. During such 30-day period, Buyer shall provide to such Seller(s) such access to the financial books and records of the Company as it may reasonably request to enable it to review such Accelerated Earn-Out EBITDA Statement. If neither of the Sellers or X. Xxxxxxx timely delivers a Statement of Earn-Out Objections pursuant to Section 2.7(f) or pursuant to the Goodwill Purchase Agreement, then the Annual Earn-Out EBITDA, the Average Annualized Earn-Out EBITDA, or the Earn-Out EBITDA, as applicable, shall be as set forth in the Accelerated Earn-Out EBITDA Statement. (vi) Upon receipt of the Earn-Out EBITDA Statement from Buyer, the Sellers shall have 30-days to review the Earn-Out EBITDA Statement. If either of the Sellers disagrees with such Earn-Out EBITDA Statement, such Seller(s) shall follow the procedures set forth in Section 2.7(f) to notify Buyer of, and resolve, such disagreement. During such 30-day period, Buyer shall provide to such Seller(s) such access to the financial books and records of the Company as it may reasonably request to enable it to review such Earn-Out EBITDA Statement. If neither of the Sellers or X. Xxxxxxx timely delivers a Statement of Earn-Out Objections pursuant to Section 2.7(f) or pursuant to the Goodwill Purchase Agreement, then the Earn-Out EBITDA for the Earn-Out Measurement Period shall be as set forth in the Earn-Out EBITDA Statement. (vii) Within ten (10) Business Days after the final determination pursuant to Section 2.7(d)(v) of the Annual Earn-Out EBITDA, the Average Annualized Earn-Out EBITDA, or the Earn-Out EBITDA, as applicable, the Sellers shall prepare or cause to be prepared and will furnish deliver or cause to be delivered to Buyer a statement (the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement reflecting the CP Advisory Revenue for such First Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period, and (ii) with respect to the Second Earn-Out Period (if applicable), a detailed statement reflecting the CP Advisory Revenue for the Second Earn-Out Period and indicating whether any Earn-Out Payment is due to the Sellers for such period (each such statement, an “Earn-Out Accelerated Adjusted Applicable Percentage Statement”). Unless the Seller Representative, within fifteen (15) days after receipt of an Earn-Out Statement, provides Purchaser with a written notice objecting thereto and specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement which shall be binding upon Purchaser signed by each Seller and shall set forth the Sellers. Adjusted Applicable Percentage for each Seller, calculated in accordance with Schedule E. The Seller Representative shall have reasonable access to the booksSellers shall, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Earn-Out Adjusted Applicable Percentage Statement, negotiate in good faith to determine the mechanism for allocating the EBITDA of the Company among the Sellers and X. Xxxxxxx, and Buyer shall have the right to rely on the Adjusted Applicable Percentages set forth on the Accelerated Adjusted Applicable Percentage Statement and in making any payments to the calculation Sellers pursuant to this Section 2.7. (viii) Within ten (10) Business Days after the final determination pursuant to Section 2.7(d)(vi) of the Earn-Out PaymentEBITDA for the Earn-Out Measurement Period, the Sellers shall prepare or cause to be prepared and deliver or cause to be delivered to Buyer a statement (the “Adjusted Applicable Percentage Statement”), which shall be signed by each Seller and shall set forth the Adjusted Applicable Percentage for each Seller calculated in accordance with Schedule E. The Sellers shall, in connection with the preparation of the Adjusted Applicable Percentage Statement, negotiate in good faith to determine the mechanism for allocating the EBITDA of the Company among the Sellers and X. Xxxxxxx, and Purchaser Buyer shall provide have the Seller Representative with copies thereof right to rely on the Adjusted Applicable Percentages set forth on the Adjusted Applicable Percentage Statement in making any payments to the Sellers pursuant to this Section 2.7. (as reasonably requested by ix) Within ten (10) Business Days after the Seller Representativefinal determination pursuant to Section 2.7(d)(vi) of the Earn-Out EBITDA for the Earn-Out Measurement Period, the Management Officers shall prepare or cause to be prepared and deliver or cause to be delivered to Buyer and the Company a statement (the “Employee Bonus Pool Statement”), as well as which shall be signed by each Management Officer and shall set forth a list of all employees and/or consultants of the Company who are entitled to personnel receive a portion of Purchaser, the Companies and their Subsidiaries. In the event there is a dispute between Purchaser Employee Bonus Pool Payment and the Seller Representative regarding an amount or percentage of the Employee Bonus Pool Payment to which such employee or consultant is entitled calculated in accordance with Schedule E. (x) Within ten (10) Business Days of the later of (a) receipt of the Accelerated Adjusted Applicable Percentage Statement from the Sellers and (b) receipt of the Accelerated Goodwill Adjusted Applicable Percentage Statement from X. Xxxxxxx pursuant to the Goodwill Purchase Agreement, Buyer shall prepare or cause to be prepared and deliver or cause to be delivered to the Sellers a statement (the “Accelerated Earn-Out Payment or an Statement”), which shall set forth Buyer’s calculation of the Accelerated Earn-Out StatementPayment for the applicable Seller(s). (xi) Within ten (10) Business Days of the later of (a) receipt of the Adjusted Applicable Percentage Statement from the Sellers and receipt of the Employee Bonus Pool Statement from the Management Officers and (b) receipt of the Goodwill Adjusted Applicable Percentage Statement from X. Xxxxxxx pursuant to the Goodwill Purchase Agreement, Buyer shall prepare or cause to be prepared and deliver or cause to be delivered to the Seller Representative timely provides Purchaser with an Sellers a statement (the “Final Earn-Out ObjectionPayment Statement”), which shall set forth Buyer’s calculation of the Full-Term Earn-Out Payment, the Brincko Earn-Out Payment Floor, the Employee Bonus Pool Payment, and the Employee Bonus Pool Reduction, as applicable. (xii) Upon receipt of an Accelerated Earn-Out Payment Statement from Buyer, the Sellers shall have ten (10) Business Days to review the Accelerated Earn-Out Payment Statement. If either of the Sellers disagrees with such dispute is Accelerated Earn-Out Payment Statement, Buyer and such Seller(s) shall endeavor in good faith, for a period not resolved within thirty to exceed twenty (3020) days Business Days from the date of receipt by Purchaser of such Accelerated Earn-Out Payment Statement, to resolve such Seller’s objections. If such objections are not so resolved at the end of the 20-Business Day period, then either the applicable Seller(s) or Buyer may submit the resolution of such objections to the Accounting Arbitrator in accordance with the procedure set forth in Section 2.7(f) with respect to Earn-Out Disputes. If neither of the Sellers timely objects to the Accelerated Earn-Out Payment Statement, then the Accelerated Earn-Out Payment(s) shall be as set forth in the Accelerated Earn-Out Payment Statement. (xiii) Upon receipt of the Final Earn-Out Payment Statement from Buyer, the Sellers shall have ten (10) Business Days to review the Final Earn-Out Payment Statement. If either of the Sellers disagrees with such Final Earn-Out Payment Statement, Buyer and such Seller(s) shall endeavor in good faith, for a period not to exceed twenty (20) Business Days from the date of receipt of such Final Earn-Out Payment Statement, to resolve such Seller’s objections. If such objections are not so resolved at the end of the 20-Business Day period, then either the applicable Seller(s) or Buyer may submit the resolution of such objections to the Accounting Arbitrator in accordance with the procedure set forth in Section 2.7(f) with respect to Earn-Out Disputes. If neither of the Sellers timely objects to the Final Earn-Out Payment Statement, then the Full-Term Earn-Out Payment, the Brincko Earn-Out Payment Floor, the Employee Bonus Pool Payment, and the Employee Bonus Pool Reduction, as applicable, shall be as set forth in the Final Earn-Out Payment Statement. (xiv) Notwithstanding the foregoing, if Brincko has previously elected the Acceleration Option solely as to itself pursuant to Section 2.7(c)(iv) and the Sellers have previously delivered to Buyer an Accelerated Adjusted Applicable Percentage Statement pursuant to Section 2.7(d)(vii), then (A) the Adjusted Applicable Percentage shall be as set forth on the Accelerated Adjusted Applicable Percentage Statement, and Sitrick Co shall not be required to deliver any subsequent Accelerated Adjusted Applicable Percentage Statement or Adjusted Applicable Percentage Statement, (B) only X. Xxxxxxx shall be required to sign the Employee Bonus Pool Statement, and (C) Buyer may combine the Accelerated Earn-Out EBITDA Statement with the Accelerated Earn-Out Payment Statement or the Earn-Out EBITDA Statement with the Final Earn-Out Payment Statement, as applicable, and Sitrick Co shall have 30-days to review such combined statements pursuant to Section 2.7(d)(v) or Section 2.7(d)(vi), as applicable. (xv) In connection with the preparation of the above referenced Earn-Out Payment Statements, Buyer will obtain an audit of the financial statements of the Company for the applicable Earn-Out Objection, Purchaser Year. Each audit will be performed by a nationally recognized independent registered accounting firm determined by Buyer and will comply with GAAP and the Seller Representative shall engage then-current rules of the Auditor to resolve SEC. The Parties agree that the dispute costs of each such audit will be borne by the Company and included in a manner consistent with determining EBIDTA for the provisions of Section 2.4applicable Earn-Out Year under audit.