Common use of Earn-Out Statements Clause in Contracts

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.

Earn-Out Statements. Within thirty (i30) With respect to each Measurement Period in which an days following the end of the First Earn-Out Date occursPeriod, Purchaser shall make an and, if the 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, Payment was not made in respect of the fiscal quarter in which the First Earn-Out Date occurred. With respect to each Measurement Period, in within thirty (30) days following the event that Purchaser determines that no end of the Second 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 prepare or cause to Parent be prepared and will furnish to the Seller Representative (i) with respect to the First Earn-Out Period, a detailed statement that sets forth in reasonable detail its calculation of reflecting the Business CP Advisory Revenue for such Measurement 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, the an “Earn-Out Statement”); it being understood . Unless the Seller Representative, within fifteen (15) days after receipt of an Earn-Out Statement, provides Purchaser with a written notice objecting thereto and agreed that Purchaser shall have no obligation to deliver any specifying, in reasonable detail, the basis for such objection and the amount in dispute (an “Earn-Out Objection”), such Earn-Out Statement for any fiscal quarter 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 a Measurement Period in which an Earn-Out Issuance has been made. With respect to each Measurement Period, if Purchaser fails to deliver connection with the preparation of the Earn-Out Statement on and the date on which it is due pursuant to calculation of the prior sentence (the “Earn-Out Statement Deadline”Payment, and Purchaser shall provide the Seller Representative with copies thereof (as reasonably requested by the Seller Representative), then 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 Date shall be deemed to have occurred with respect to such Measurement Period, and Purchaser shall make Payment or an Earn-Out Issuance Statement, the Seller Representative timely provides Purchaser with respect to such Measurement Period within five (5) days following the an Earn-Out Statement Deadline. Each Objection, and such dispute is not resolved within thirty (30) days of receipt by Purchaser of the applicable Earn-Out Statement Objection, Purchaser and the Seller Representative shall provide all reasonable backup calculations necessary engage the Auditor to arrive at Purchaser’s calculation of resolve 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 dispute in accordance a manner consistent with the terms provisions of this AgreementSection 2.4.

Earn-Out Statements. In connection therewith, (i) With solely with respect to each Measurement Period in which an the Enrollment Earn-Out Date occursPayment, Purchaser shall make an as promptly as practicable following March 31, 2020, but in no event later than April 15, 2020, Buyer will prepare a statement (the “Enrollment Earn-Out Issuance within five (5Statement”) days setting forth its good faith calculation of the earlier Cycle One Enrollment, including the number of students and the number of degree students enrolled as of March 31, 2020 and (ii) solely with respect to the Revenue Earn-Out Payment, Buyer shall (A) use commercially reasonable efforts to receive the date on which Purchaser shall be required to fileaudited financial statements of the Acquired Companies for the 12-month period ended December 31, 2020 (the “2020 Financial Statements”) as promptly as possible after December 31, 2020 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 promptly as practicable following receipt by Buyer of the fiscal quarter 2020 Financial Statements, but in which no event later than 30 days following Buyer’s receipt thereof, Buyer will prepare a statement (the “Revenue Earn-Out Date occurred. With respect to each Measurement PeriodStatement”, in together with the event that Purchaser determines that no Enrollment 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 statementStatement, the “Earn-Out Statements” and each an “Earn-Out Statement”) setting forth its good faith calculation of the 2020 Consolidated Revenue (as measured in Colones); it being understood , and agreed that Purchaser shall have no obligation to deliver any the applicable Earn-Out Statement to Seller (along with reasonable documentation, including work papers, schedules, financial statements, memoranda, etc.) supporting the calculations contained therein. To facilitate the Seller’s review of each Earn-Out Statement, upon receipt of the applicable Earn-Out Statement the Seller shall have reasonable access to (A) the relevant books and records of Buyer to the extent that they relate to the applicable Earn-Out Statement and are necessary to verify Buyer’s calculations contained therein, (B) the senior personnel of the Acquired Companies responsible for any fiscal quarter the preparation of the applicable Earn-Out Statement and (C) to such historical financial information (to the extent in a Measurement Period in which Buyer’s possession) relating to the applicable Earn-Out Statement and Buyer’s calculations contained therein, as the Seller may reasonably request for the purpose of reviewing the applicable Earn-Out Statement and to prepare an Earn-Out Issuance has been madeObjection Notice; provided, that such access shall be made on reasonable advance notice and in a manner that does not unreasonably disrupt or interfere with the normal business operations of the Buyer or the Acquired Companies. With respect If the Seller disagrees with any calculation contained in an Earn-Out Statement, the Seller shall communicate any disputes to each Measurement PeriodBuyer in writing, if Purchaser fails specifying in reasonable detail the nature and extent of such dispute, and the Seller’s proposed resolution to deliver any such dispute (an “Earn-Out Objection Notice”), on or before the 20th Business Day following its receipt of the applicable Earn-Out Statement on the date on which it is due pursuant to the prior sentence (the “Earn-Out Statement DeadlineObjection Period”). If no Earn-Out Objection Notice is delivered by the Seller to Buyer within the Earn-Out Objection Period or if the Seller provides written notice to Buyer at any time during the Earn-Out Objection Period that it agrees with the calculation of the applicable Earn-Out Payment and the components thereof, then such calculations shall become final, conclusive and binding upon the parties hereto and not subject to appeal upon such expiration of the Earn-Out Objection Period or upon delivery of such notice, as applicable. In the event of a dispute, the parties will cooperate in good faith to reach an agreement on the appropriate calculations in the applicable Earn-Out Statement as promptly as practicable. If the Seller delivered an Earn-Out Date shall be deemed Objection Notice to have occurred with respect the Buyer, Buyer and the Seller will endeavor to such Measurement Period, and Purchaser shall make an resolve any disagreements set forth in the applicable Earn-Out Issuance with respect Objection Notice in good faith during the 20 Business Days after the receipt by Buyer of the Earn-Out Objection Notice, or such longer period as the Buyer and Seller may mutually agree in writing (the “Earn-Out Resolution Period”). Any such disagreements that are resolved by the Buyer and Seller during the Earn-Out Resolution Period shall be agreed to via a formal writing between the parties and thereby be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such Measurement Period within five disagreements by the end of the Earn-Out Resolution Period, then the dispute procedures set forth in Section 2.5(g) shall apply mutatis mutandis. The calculation of the applicable Earn-Out Payment and the components thereof (5A) days following as reflected in the Earn-Out Statement Deadline. Each (to the extent not objected to by the Seller in the Earn-Out Statement shall provide all reasonable backup calculations necessary Objection Notice), (B) as agreed to arrive at Purchaser’s calculation of by Buyer and the Business Revenue set forth on such Seller during the Earn-Out Statement for such Measurement Resolution Period and such backup calculations or (C) as determined by the Firm, as applicable, shall be certified by final, conclusive and binding on all of the corporate controller of Purchaser as having been calculated in accordance with the terms of this Agreementparties hereto and not subject to appeal.

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 '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.

Earn-Out Statements. Within one hundred twenty (i) With respect to each Measurement Period in which an Earn-Out Date occurs, Purchaser shall make an Earn-Out Issuance within five (5120) days after the end 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 Buyer shall deliver to Parent the Securityholder Representative a written statement that sets forth in reasonable detail its calculation of the Business Revenue for such Measurement Period (such statement, the an “Earn-Out Statement”); it being understood and agreed that Purchaser shall have no obligation to deliver any ) setting forth in reasonable detail Buyer’s proposed determination of Earn-Out Statement for any fiscal quarter in a Measurement Period in which an Net Income, Retail Production, Other Production, Total Annual Production and the amounts of the Earn-Out Issuance has been made. With respect to each Payments, if any, for such Measurement Period, if Purchaser fails and the basis for Buyer’s determination thereof. Subject to deliver Buyer’s rights of offset as set forth in Section 9.7 and to the provisions of the penultimate sentence of Section 6.12(b), and the Securityholder Representative’s rights set forth in Section 10.4(e), within fifteen (15) Business Days after the earliest of (i) receipt by Buyer of the Securityholder Representative’s written acceptance of the Earn-Out Statement, (ii) the Securityholder Representative’s deemed acceptance of the Earn-Out Statement on the date on which it is due pursuant to the prior sentence (the “Earn-Out Statement Deadline”as provided in Section 3.4(e), then an Earn-Out Date shall be deemed to have occurred and (iii) resolution of any dispute 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 Deadlineas provided in Section 3.4(e) (each an “Earn-Out Determination Date”), Buyer shall (x) deliver an amount equal to the sum of the Holders’ Production Earn-Out Payment, if any, and Holders’ Profitability Earn-Out Payment, if any, by wire transfer of immediately available funds to the Paying Agent, for distribution to Holders in accordance with their respective Percentage Shares, and (ii) deliver to the Surviving Company an amount equal to the sum of the EPP Production Earn-Out Payment, if any, and EPP Profitability Earn-Out Payment, if any, which shall be distributed to EPP Unitholders pro rata in accordance with their respective EPP Units, as may be adjusted pursuant to the terms of the EPP, in accordance with the Surviving Company’s payroll practices. Each If the Buyer fails to deliver an Earn-Out Statement shall provide all reasonable backup calculations necessary to arrive at Purchaser’s calculation within one hundred twenty (120) days after the end of a Measurement Period, the Business Revenue set forth on such aggregate Earn-Out Statement Payment for such Measurement Period and such backup calculations shall be certified by equal to the corporate controller greater of Purchaser as having been calculated in accordance with the terms of this Agreement$5 million or such greater amount that would otherwise be payable for such Measurement Period.