Common use of Earnout Statement Dispute Resolution Clause in Contracts

Earnout Statement Dispute Resolution. (a) If the Seller Representative has any objections to the Earnout Statement, the Seller Representative shall deliver to the Purchaser a statement setting forth in reasonable detail each item in dispute, the amount thereof in dispute and the basis for its objections thereto (an “Objections Statement”). If (i) the Seller Representative notifies the Purchaser in writing of its acceptance of the Earnout Statement or (ii) an Objections Statement is not delivered to Purchaser within sixty (60) days after delivery of the Earnout Statement, then the Earnout Statement shall be final, binding and nonappealable and the Purchaser shall, within five (5) Business Days thereafter, pay the Earnout Amount (if any) by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative. The Purchaser and the Seller Representative shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by the Purchaser and the Seller Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, either Purchaser or Seller may elect to submit such dispute to the Arbitrator. The Purchaser shall pay the portion of the Earnout Amount (if any) that is not in dispute by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative within five (5) Business Days after delivery of the Objections Statement.

Earnout Statement Dispute Resolution. (a) If the Seller Stockholder Representative has any objections to the Earnout Statement, the Seller Stockholder Representative shall deliver to the Purchaser Parent a statement setting forth in reasonable detail each item in dispute, the amount thereof in dispute and the basis for its objections thereto (an “Objections Statement”). If (i) the Seller Stockholder Representative notifies the Purchaser Parent in writing of its acceptance of the Earnout Statement or (ii) an Objections Statement is not delivered to Purchaser Parent within sixty twenty-five (6025) days after delivery of the Earnout Statement, then the Earnout Statement shall be final, binding and nonappealable and the Purchaser Parent shall, within five (5) Business Days thereafter, pay the Earnout Amount (if any) by wire transfer of immediately available funds Payment as set forth in the Earnout Statement pursuant to one or more bank accounts designated in writing by the Seller RepresentativeSection 3.4. The Purchaser Parent and the Seller Stockholder Representative shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by the Purchaser Parent and the Seller Stockholder Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, either Purchaser Parent or Seller Stockholder Representative may elect to submit such dispute to the Arbitrator. The Purchaser shall pay the portion a court of competent jurisdiction pursuant to Section 6.4 of this Agreement and Section 8.13 of the Earnout Amount (if any) that is not in dispute by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative within five (5) Business Days after delivery of the Objections Statement.Merger Agreement. ARTICLE V