Earnout Procedures Sample Clauses

Earnout Procedures. (a) Acquirors shall provide the PC Seller with a statement (an “Earnout Statement”) setting forth Acquiror’s calculation of the Earnout Payment, if any, and Supplemental Earnout Payment, if any, due PC Seller, within seventy five (75) days after the end of each of the Earnout Measurement Period and the Supplemental Earnout Measurement Period, as applicable, together with reasonably detailed financial information supporting each such calculation. Acquirors agree to promptly provide Seller with any additional detailed financial information Seller requests and that is reasonably related to either the methodology by which the Earnout Payment or the Supplemental Earnout Payment is calculated, including the methodology by which revenue is accrued, or the specific items of revenue and expense that affect each such calculation. Seller shall have the right to engage an accounting expert, at Seller’s sole cost and expense, to advise Seller in the evaluation of the information provided by Acquirors. Continued employment by Owners with PC Buyer is not required for receipt by Seller of any Earnout Payment or Supplemental Earnout Payment, to the extent such payments are otherwise earned and payable. After receipt of the applicable Earnout Statement, PC Seller shall have thirty (30) days to review the applicable Earnout Statement. If, during such thirty (30) day period, PC Seller notifies Acquirors in writing of its objection to the Earnout Statement (the “Objection Notice”), Acquirors and PC Seller agree, within thirty (30) days (or such longer period as the parties may agree) following such Objection Notice, to negotiate in good faith for a period of thirty (30) days in an attempt to establish a mutually acceptable Earnout Payment or Supplemental Earnout Payment, as applicable. Any resolution by PC Seller and Acquirors as to any disputed Earnout Payment or Supplemental Earnout Payment shall be set forth in a writing executed by the PC Seller and Acquirors, and shall evidence the final, binding and conclusive resolution of the parties relating to such payment, including the timing of such payment.
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Earnout Procedures. (i) Within fifteen (15) Business Days following January 31, 2012, Blackbaud shall prepare and deliver, or cause to be delivered, to the Stockholder Representative a statement (an “Earnout Payment Statement”), certified by the chief executive officer or chief financial officer of Blackbaud, stating (1) Blackbaud’s good faith determination of the Database Management Services Revenue and Merge/Purge Revenue during period from February 1, 2011 to January 31, 2012, (2) Blackbaud’s good faith determination as to which portions of Milestone 1 (as described in Schedule 1.4(a) hereto) have been achieved and (3) specifying in reasonable detail Blackbaud’s calculation of the portion of the First Earnout Amount payable (“First Earnout Payment”), in each case subject to the provisions of this Section 1.4. Within fifteen (15) Business Days following January 31, 2013, Blackbaud shall prepare and deliver, or cause to be delivered, to the Stockholder Representative an Earnout Payment Statement, certified by the chief executive officer or chief financial officer of Blackbaud, stating (1) Blackbaud’s good faith determination of the Database Management Services Revenue and Merge/Purge Revenue during period from February 1, 2012 to January 31, 2013, (2) Blackbaud’s good faith determination as to which portions of Milestone 2 (as described in Schedule 1.4(a) hereto) have been achieved and (3) specifying in reasonable detail Blackbaud’s calculation of the portion of the Second Earnout Amount payable (“Second Earnout Payment” and, collectively with the First Earnout Payment, the “Earnout Payments”).
Sample 1
Earnout Procedures. (i) Not later than [**] following the applicable Earnout Calculation Date, Sellers shall prepare and deliver to Buyer a written statement (each an “Earnout Calculation Statement”) setting forth in reasonable detail its determination of whether Sellers achieved the Earnout Targets (each an “Earnout Calculation”) and shall provide Buyer with reasonable supporting documentation for the Earnout Calculation and such Earnout Calculation Statement; provided, that, with respect to the delivery of the Earnout Calculation Statement on the Second Earnout Calculation Date, such statement shall be limited to a certification by the Sellers of compliance in all material respects with their obligations under the TSA as of the Second Earnout Calculation Date. The calculations and determinations set forth in such statement shall be prepared in accordance with the Accounting Principles.
Sample 1
Earnout Procedures. (a) Purchaser agrees to maintain accounting records sufficient to allow the computation and verification of the computation of the payments by the Purchaser to the Sellers under Section 1.4(c) (each, an "Earnout Payment").
Sample 1
Earnout Procedures. (i) Within forty-five (45) days after the end of each Earnout Period, Parent shall deliver to the Shareholder Representative a certificate (the “Earnout Certificate”) which shall set forth EBITDA, Revenues, if applicable, and achievement of the strategic objectives set forth in Section 1.8(c), if applicable, for the Earnout Period and the Earnout Payment due for such Earnout Period, if any. A sample Earnout Payment calculation is attached hereto as Exhibit I.
Sample 1
Earnout Procedures. (i) Buyer shall prepare and deliver, or cause to be delivered, to the Target Stockholder Representative not later than March 17, 2008, a statement (the “Earnout Payment Statement”) stating the amount of the Earnout Payment, if any, to be made by the Buyer, which statement shall set forth in reasonable detail the basis for such determination. The Target Stockholder Representative shall have the right to examine and audit, at the cost and expense of the Target Stockholders (except as provided in Section 2.4(e)(iii) below), the books and records of the Target Entities, as reasonably necessary to determine the Earnout Payment, during normal business hours upon reasonable advance written notice.
Sample 1
Earnout Procedures. (i) Within forty-five (45) days after the end of each Earnout Period, Parent shall deliver to the Shareholder Representative a certificate (the “Earnout Certificate”) which shall set forth EBITDA, Revenues, if applicable, and achievement of the strategic objectives set forth in Section 1.8(c), if applicable, for the Earnout Period and the Earnout Payment due for such Earnout Period, if any. A sample Earnout Payment calculation is attached hereto as Exhibit I. (ii) The Shareholder Representative and any professionals chosen by the Shareholder Representative shall have the right to review the Surviving Corporation’s books and records relating to, and the work papers of Parent and its advisors utilized in preparing the Earnout Certificate. The amount of the Earnout Payment set forth in the Earnout Certificate shall be binding on the Shareholders unless the Shareholder Representative presents to Parent within thirty (30) days after receipt of the Earnout Certificate written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. Parent and the Shareholder Representative shall attempt in good faith during the thirty (30) days immediately following Parent’s receipt of the Shareholder Representative’s timely notice of disagreement to resolve any disagreement with respect to such Earnout Payment. (iii) If, at the end of the 30-day period referenced in subsection (ii) above, Parent and the Shareholder Representative have not resolved all disagreements with respect to whether the calculation of the Earnout Payment is in accordance with the terms of Section 1.8, Parent and the Shareholder Representative will refer the items of disagreement to the Accountants (to the extent the items of disagreement relate to the calculation of EBITDA or Revenues), which shall be selected in accordance with the provisions of Section 1.6(c)(iii), or to the Software Consultants (to the extent the items of disagreement relate to the achievement of the strategic objectives set forth in Section 1.8(c)). The parties will be reasonably available and work diligently to facilitate the mediation of all disputes between the parties within the 30-day period immediately following the referral to the Accountants and/or the Software Consultants, as applicable. Parent and the Shareholder Representative will enter into such engagement letters as required by the Accountants or Software Consultants to perform under this Section 1.8(g)(iii). The Earnout Certifica...
Sample 1
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Related to Earnout Procedures

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  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Claim Procedures Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Payment Procedures Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

  • Settlement Procedures Timetable In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement. For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "M" shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement: Procedure Time

  • Review Procedures The Parties agree to jointly conduct a review, sampling transactions of the incidents managed under this Agreement. Findings that are inconsistent with the normal or accepted way of doing business will be reconciled on a case by case basis. Any decision to further examine records will be considered on a case by case basis and appropriate follow up action agreed upon by all agencies involved. Payment for Protection Services (use if appropriate) Geographic, Statewide or Sub-Geographic (local) operating plans and procurement documents or agreement will establish billing procedures for Fee Basis Protection Services.

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

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