Earnout Statement. (a) As soon as practicable following the date upon which Parent's audited financial statements for the fiscal year ending as of the end of each applicable earnout calculation period are available, but in no event later than 30 days thereafter (or in the event of an Earnout Date Adjustment, within 75 days after the end of the calendar month in which the applicable Earnout Calculation Period ended as a result of such Earnout Date Adjustment), Parent shall prepare and deliver to the Shareholders' Representative a written statement setting forth the calculations set forth in Section 3.6 (the "Earnout Statement").
(b) After receipt of the Earnout Statement, the Shareholders' Representative shall have 60 days to review the Earnout Statement. Parent shall give the Shareholders' Representative and its agents and representatives (including accountants) full access to all relevant books and records (excluding any materials prepared in connection with any dispute or potential dispute regarding the Earnout Statement) and employees of Parent and its Subsidiaries and Parent's accountants and work papers to the extent required to complete its review of the Earnout Statement (provided that the obligation to provide access to, and to produce work papers of, accountants is limited to commercially reasonable efforts and subject to the Shareholders' Representative providing such indemnification and other documentation as such accountants may request). Unless the Shareholders' Representative delivers written notice to Parent on or prior to the 45th day after the Shareholders' Representative's receipt of the Earnout Statement specifying in reasonable detail all disputed items and the basis therefor, the Shareholders' Representative shall be deemed to have accepted and agreed to the Earnout Statement. If the Shareholders' Representative so notifies Parent of the Shareholders' Representative's objection to the Earnout Statement, Parent and the Shareholders' Representative shall, within 45 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive.
(c) If at the conclusion of the Resolution Period, there are amounts remaining in dispute, then such amounts shall be submitted to the Neutral Auditor. Parent and the Shareholders' Representative agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expense...
Earnout Statement. On or before seventy five (75) days from the last day of the EBITDA Multiple Amount calculation date, Buyer shall deliver to Seller a statement specifying the EBITDA and, based thereon, Buyer’s calculation of the Earnout, if any (the “First Earnout Statement”). Within the similar time frame following the EBITDA Multiple Amount calculation date for each of the four years thereafter, Buyer shall deliver to Seller a statement specifying the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any (such statements, together with the First Earnout Statement, are each referred to herein as an “Earnout Statement”).
Earnout Statement. Within ten (10) business days following the filing of Parent’s quarterly report on Form 10-Q with respect to each three-month quarter during the Earnout Period, Buyer shall prepare and deliver to Seller Representative a written statement (the “Earnout Statement”) setting forth, in reasonable detail and with reasonable supporting information, Buyer’s calculation of the Earnout EBITDA for the Earnout Period.
Earnout Statement. As soon as practicable following each Earnout Calculation Date, Buyer shall submit to Seller a statement showing each Closing Date Fund Investor and the AUM with respect to each such Closing Date Fund Investor as of each Earnout Calculation Date, substantially in the form attached hereto as Exhibit 2.7(b) (the “Earnout Statement”).
Earnout Statement. 14 Section 3.8
Earnout Statement. (a) On or before March 31 following each of the calendar years 2008 and, unless the Earnout has been previously earned in respect of the previous full year, 2009, Buyer shall deliver to Seller a statement specifying the 2008 EBITDA and 2009 EBITDA, respectively, the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any.
(b) If the Earnout has not been previously earned for the full year 2008 or 2009, then on or before March 31, 2011, Buyer shall deliver to Seller a statement specifying the 2009 EBITDA, 2010 EBITDA, Average EBITDA, the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any (each statement specified herein and in Section 2.7.1(a) above an “Earnout Statement”).
Earnout Statement. Within (A) thirty (30) days after the completion of the annual financial audit of Buyer and its Subsidiaries for each fiscal year or (B) ten (10) days following Buyer’s filing of its annual report on Form 10-K, whichever date is later, and until the end of the calendar year beginning January 1, 2035, Buyer shall deliver to Seller audited financial statements of the Buyer each such fiscal year and a statement setting forth Buyers’ good faith calculation of the Earnout Payments (“Earnout Statement”).
Earnout Statement. “Earnout Statement” shall have the meaning set forth in Section 2.9(b) of this Agreement.
Earnout Statement. 7 EII ............................................................. 1
Earnout Statement. (i) Within 45 days following July 3, 2011, October 2, 2011, and the end of the Earnout Period, Parent shall deliver (i) a statement (an “Earnout Statement”) to the Representative containing Parent’s calculation of the Earnout Consideration payable at any such time as a result of the financial results achieved by the Surviving Company to any such above referenced date during the Earnout Period (the “Preliminary Earnout Consideration”) and (ii) reasonable records and work papers related to the calculations set forth on any such Earnout Statement.
