Earnout Notice Sample Clauses

Earnout Notice. The Purchaser shall procure, that no later than ninety (90) Business Days after Closing, the Company shall notify the Sellers’ Representative of the Total New Contract Value recognized from Bookings during the Earnout Period and the amount of the applicable Earnout Payment to be paid to the Sellers (the “Earnout Notice”). The Purchaser further shall procure that the Company provides the Sellers’ Representative and the Accounting Referee, if any, with all information and documents that he may request in connection with their review and assessment of the Earnout Notice and the Earnout Payment set forth therein. If the Sellers’ Representative and the Purchaser do not deliver an objection notice (in case of objection by the Sellers’ Representative, to the Purchaser, and to the Sellers’ Representative, in case of objection by the Purchaser) within fifteen (15) Business Days after receipt of the applicable Earnout Notice (the “Objection Notice”), the amounts set forth in the applicable Earnout Notice shall be final and binding for all purposes under this Agreement. The Purchaser covenants to pay the Earnout Payment within ten (10) Business Days following the date upon which the amount of the applicable Earnout Payment becomes final and binding upon the parties.
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Earnout Notice. As promptly as practicable, but no later than 120 days after the last day of each Initial Earnout Year or the Extended Earnout Year during the Earnout Period, as applicable, Buyer will cause to be prepared and delivered to Sellers’ Representative a written statement (the “Earnout Notice”) setting forth in reasonable detail its determination of the Net Profit for the applicable Initial Earnout Year or the Extended Earnout Year, as applicable.
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Earnout Notice. Within one hundred eighty (180) days following the end of the Earnout Period, the Purchasers shall deliver or cause to be delivered to the Partners Representative the consolidated balance sheet and income statement of the Acquired Companies for the Earnout Period, specifying the Purchasers’ calculation of the Acquired Companies’ Adjusted EBITDA for the Earnout Period and showing in reasonable detail the computation thereof (including any equitable adjustments pursuant to ‎Section 1.7(f)) and, based thereon, the Purchasers’ calculation of the amount of Contingent Consideration to be paid pursuant to ‎Section 1.7(a) (the “Earnout Notice”).
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Earnout Notice. Within 90 days following the end of each of calendar years 2018, 2019 and 2020, and within 12 months following the end of calendar year 2021, the Purchasers shall deliver or cause to be delivered to the Sellers’ Representative a written statement (an “Earnout Notice”) that sets forth the following information in reasonable detail: (i) the total of each FB Silo System Sale, Atlas Conveyor Sale, FB Silo System Lease, or FB Silo System Deployment that occurred during such calendar year and each then current aggregate total during the Earnout Period; (ii) the calculation of the Contingent Consideration for each FB Silo System Sale, Atlas Conveyor Sale, FB Silo System Lease or FB Silo System Deployment during such calendar year; (iii) the total Contingent Consideration paid to the Sellers’ Representative (on behalf of the Sellers) during such calendar year and the then current aggregate total during the Earnout Period; and (iv) the total accrued but unpaid Contingent Consideration.
Sample 1
Earnout Notice. Within 10 calendar days following the end of each Subsequent Booking Earnout Period (or in the case of the First Booking Earnout, the date of the first booking(s) of copy(ies) of the Initial Company Product satisfying the conditions set forth in clauses (a)-(b) of Section 3.1), Acquiror shall deliver to the Representative a memorandum (the “Earnout Notice”) (i) stating the dollar value of the shares of Acquiror Common Stock and cash to be distributed with respect to such Subsequent Booking Earnout Period (or First Booking Earnout Period) and (ii) specifying in reasonable detail Acquiror’s calculation of such dollar value and, if applicable under Article 12, any proposed recovery for Damages. All distributions of First Booking Earnout and Subsequent Booking Earnout amounts will be subject to applicable tax withholding.
Sample 1
Earnout Notice. Within thirty (30) days after the expiration of each Earnout Period, Buyer will provide the Sellers’ Representative with written notice (each, an “Earnout Notice”) setting forth: (i) Buyer’s calculation of the Recognized Revenue for the applicable Earnout Period; and (ii) whether any applicable Earnout Consideration was earned during the applicable Earnout Period (collectively, the “Earnout Calculations”). If an Earnout Notice is not so timely delivered, then the Sellers’ Representative shall be permitted, within fifteen (15) calendar days after such 30th day, to prepare and deliver a written notice setting forth the Earnout Calculations (each, a “Seller Earnout Notice”). In the event that the Sellers’ Representative delivers to Buyer a Seller Earnout Notice within such fifteen (15) calendar day period, Buyer will have fifteen (15) calendar days to review such Seller Earnout Notice. If Buyer provides written notice to the Sellers’ Representative setting forth its objections to the calculations included in the Seller Earnout Notice, together with supporting documentation relating thereto, within such fifteen (15) calendar day period, then such disputed itemized amounts shall be resolved in accordance with the procedures set forth in Section 3.2(c)(v), mutatis mutandis. Unless Buyer delivers written notice to the Sellers’ Representative on or prior to the fifteenth (15th) calendar day after Bxxxx’s receipt of the Seller Earnout Notice, Buyer will be deemed to have accepted and agreed to the Seller Earnout Notice and the calculations contained therein will be deemed final, conclusive and binding on the parties hereto.
Sample 1
Earnout Notice. As promptly as is practicable after December 31, 2014, and in any event no later than March 15, 2015, Buyer shall cause to be prepared and delivered to the Company a statement (the “Earnout Notice”) that sets forth Buyer’s calculation of EBITDA of the Business for the Earnout Year, which Earnout Notice shall include reasonable detail supporting the calculation of any Earnout Payment due under this Section 2.8 based on achieving the following targets:
Sample 1
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Earnout Notice. During the Earnout Period: (a) Buyer shall promptly (and in any event, within two (2) Business Days) provide Seller with notice of the satisfaction of the Earnout Condition. (b) Subject to Section 6.3(c), Buyer shall promptly deliver to Seller true, correct and complete copies of any materials prepared by, provided to or otherwise considered by the Company Board regarding any Expansion Opportunity that could form the basis for all or part of the Earnout Condition being satisfied, in each case, to the extent such materials are within the possession of Buyer or its Affiliates. For the avoidance of doubt, Seller acknowledges and agrees that Xxxxx’s obligations pursuant to this Section 6.3 are subject to the provisions of Section 6.1, which shall apply mutatis mutandis to any information or materials shared under this Section 6.3. (c) Notwithstanding the anything to the contrary in this Section 6.3, Buyer and its Affiliates shall not be required to provide any information (i) which Buyer reasonably believes it or its Affiliates are prohibited from providing to Seller or its Representatives by reason of applicable Law (including the Company LLC Agreement), (ii) which could result in the loss of attorney/client privilege, or (iii) which Buyer is required to keep confidential or prevent access to by reason of any Contract (including the Company LLC Agreement) with a third party; provided, however, that the Parties will, to the extent legally permissible, use commercially reasonable efforts to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the foregoing restrictions of this sentence apply.
Sample 1
Earnout Notice. Subject to the terms of this Article 3, within thirty (30) calendar days following the end of the Earnout Period, Buyer shall deliver to Seller (1) a memorandum (the “Earnout Notice”) (A) stating the dollar value of the cash to be paid pursuant to the Earnout, if any, and (B) specifying in reasonable detail Buyer’s calculation of such dollar value, and (C) attaching documentation demonstrating the basis for such calculation, and (2) payment of such amount of cash with respect to the Earnout.
Sample 1

Related to Earnout Notice

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • PUT NOTICE At any time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set forth in Section 7.2; provided, however, the Investment Amount for each Put as designated by the Company in the applicable Put Notice shall be neither less than the Minimum Put Amount nor more than the Maximum Put Amount.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Settlement Notice Upon written request received from the Master Servicer, the Servicer shall provide any report relating to such settlement to the Master Servicer on a Hazard Insurance Loss Draft Notification, together with a summary of the disposition of the proceeds.

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

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