Earnout Statements. On or before the date that is ninety (90) calendar days after the end of the EMP (unless the Earnout Acceleration Payment has already been paid pursuant to Section 2.17(f)(ii)), Buyer shall prepare and deliver to Sapphire a written statement (the “Earnout Statement,” and, the date of such delivery, the “Earnout Statement Date”) setting forth the following amounts, together with reasonably detailed supporting calculations:
Earnout Statements. As soon as practicable after the end of each Earnout Measurement Period, and in any event prior to ninety (90) days after the end of each Earnout Measurement Period, Buyer will cause to be prepared in writing and delivered to Seller (i) the Consolidated Income Statement for such Earnout Measurement Period and (ii) a statement (the “Earnout Statement”) setting forth each Computed Amount for such Earnout Measurement Period. Buyer shall provide (or cause the Companies to provided) to Seller and its designees reasonable access during normal business times to all materials, records and personnel of the Companies and the Business necessary for Seller to verify the correctness of each such Consolidated Income Statement and each such Computed Amount and compliance by Buyer with this Section 2.8. Subject to Section 2.8(i), each Consolidated Income Statement and each Earnout Statement will be final and binding on Buyer and Seller to the extent of information disclosed to Seller at such time unless, within thirty (30) days following the delivery of the Earnout Statement, Seller notifies Buyer in writing that Seller does not accept as correct any one or more of the Computed Amounts set forth in the Earnout Statement (the “Earnout Protest Letter”) and setting forth in reasonable detail the amounts in dispute and the reasons therefor. Except for the matters specifically set out in the Earnout Protest Letter, Seller shall be deemed to have agreed to the Earnout Statement to the extent of information disclosed to Seller at such time. If Seller timely delivers an Earnout Protest Letter, then Seller and Buyer shall meet by telephone, or at a mutually agreeable location, to discuss in good faith and attempt to reconcile their differences with respect to the amount of the Computed Amounts that are being challenged by Seller. Buyer shall pay to Seller any amounts that are not in dispute.
Earnout Statements. (i) Within ninety (90) calendar days following the completion of each Measurement Period, the Company shall deliver to the Shareholders’ Representative a statement that sets forth in reasonable detail its calculation of Net Revenue Per Indian GAAP and EBITDA for such Measurement Period (each such statement, an “Earnout Statement”).
Earnout Statements. Beginning with the second quarter after Closing, no later than sixty (60) days after the completion of each quarter within each Fiscal Period, Buyer shall cause to be prepared and delivered to FPD Parent an interim statement of that quarter's Net Software Revenue (the "Interim Revenue Statement").
Earnout Statements. As promptly as practicable after the end of each Earnout Period, but in no event later than ninety (90) days after the end of each Earnout Period, the Purchaser shall prepare and deliver to the Sellers a statement (the “Earnout Statement”) setting forth the MobileNet Service Revenues for such Earnout Period. After the delivery of an Earnout Statement, the Purchaser shall cooperate with Sellers in connection with the review of such Earnout Statement, including, without limitation, providing Sellers and their accountants with prompt and reasonable access to financial information of the Business used in the preparation of such Earnout Statement.
Earnout Statements. (i) Within sixty (60) days after the end of each calendar quarter during the Earnout Period, and within sixty (60) days after the end of the Earnout Period with respect to the final portion of the Earnout Period, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller a statement (each an “Earnout Statement”) setting forth its calculation of the Earnout Amount for the period covered by such Earnout Statement. The first Earnout Statement will cover the period from the Closing Date through September 30, 2017.
Earnout Statements. No later than 90 days following the end of each applicable Earnout Period, Parent shall prepare and deliver to Seller a statement (each, an “Earnout Statement” and collectively, the “Earnout Statements”) setting forth in reasonable detail its calculation of the Year Two Earnout Amount or Year Three Earnout Amount, as applicable and including such items included in the calculation thereof, and the corresponding Earnout Transaction Consideration earned for such Earnout Period. If Seller disagrees with Parent’s determination of any components of the Earnout Statements, including the calculation of any Earnout Transaction Consideration, Seller may, within 30 days after receipt of the applicable Earnout Statement (the “Earnout Dispute Period”), deliver a written notice (an “Earnout Dispute Notice”) to Parent setting forth its calculation of each disputed item (collectively, the “Disputed Items”. If Parent does not receive an Earnout Dispute Notice within the applicable Earnout Dispute Period, such Earnout Statement shall be final and binding upon Seller.
Earnout Statements. (i) No later than 45 days after the expiration of each Earnout Measurement Period, Buyer shall deliver to the Member a statement that reflects, in reasonable detail, EBITDA for such Earnout Measurement Period (the “Earnout Statement”) along with reasonable supporting documentation, and the resulting Earnout Funds payable by Buyer in relation to such Earnout Measurement Period, if any.
Earnout Statements. As promptly as practicable after the end of each Earnout Period, but in no event later than ninety (90) days after the end of the applicable Earnout Period, Purchaser shall prepare, in good faith, and deliver to Company a statement setting forth in reasonable detail the relevant calculations of the Earnout Amount for such Earnout Period, which shall be prepared in a manner consistent with ORBCOMM’s historical accounting practices and procedures in accordance with GAAP and the provisions of Section 4.4.3.1 below (such statement, the “Earnout Statement”). After the delivery of an Earnout Statement (subject to reasonable confidentiality restrictions in connection with such access and use consistent with the restrictions set forth in Section 10.2), Purchaser shall (a) provide to Company during normal business hours, reasonable access to the books and records and to the employees of the Business and to any other information Company may reasonably request in connection with Company’s review of the Earnout Statement and (b) cooperate with Company in connection with the review of such Earnout Statement, including, without limitation, providing Company and its accountants with reasonable access to financial records used in the preparation of such Earnout Statement, including reasonable access to review and make copies of all work papers, schedules and calculations used in the preparation thereof.
Earnout Statements. (i) Not later than sixty (60) days following the expiration of the Earnout Period, the Buyer or its Representatives shall prepare and deliver to the Earnout Holders a written statement, prepared in accordance with GAAP, setting forth the Buyer’s calculation of the Company’s ARR during the Earnout Period (the “Earnout Statement”), including without limitation the attribution of the Cash Earnout Amount payable to each Cash Earnout Holder and the Equity Earnout Shares to be issued to each Equity Earnout Holder individually. Upon receipt of an Earnout Statement, the Earnout Holders and/or their accountants will be given reasonable access upon reasonable notice to Buyer to the Company’s relevant books, records, workpapers and personnel during normal business hours solely for the purpose of verifying the Company’s ARR. Upon request of Buyer, the Earnout Holders and/or their accountants shall execute and deliver a confidentiality agreement, in form and substance reasonably satisfactory to Buyer, prior to accessing the Company’s books, records, workpapers and/or personnel.
