Common use of Earnouts Clause in Contracts

Earnouts. As further consideration for the Transfer of the Common Stock to Buyer, the Stockholders will be eligible to receive the following additional consideration on the following terms and conditions: (a) For each calendar year ended 2000 through 2003, within 30 days after Buyer's preparation of unaudited financial statements of the Company for each such calendar year and certification thereof by Buyer's Chief Financial Officer, which Buyer shall use reasonable efforts to complete within 30 days after the end of each such calendar year, Buyer will prepare and deliver to the Stockholders' Representative a statement of Annual Sales and Annual Net Earnings for each such calendar year, respectively (each an "Earnout Statement"). The Earnout Statements will be prepared in accordance with GAAP and will be subject to the review, dispute and final determination procedures set forth in Section 2.3(b). (i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Annual Sales, as calculated in such Earnout Statement, are equal to or greater than $2.5 million, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Sales Earnout") in the manner set forth in Section 2.5(d); provided, however, that once Buyer has delivered the Sales Earnout with respect to any Earnout Statement, no further Sales Earnout shall be deliverable to the Stockholders' Representative (for the benefit of the Stockholders) and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Annual Sales shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Annual Sales, as calculated in each such Earnout Statement, respectively, are less than $2.5 million, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Sales Earnout. (i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Net Earnings, as calculated in such Earnout Statement, are equal to or greater than $825,000, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Net Earnings Earnout") in the manner set forth in Section 2.5(d); provided, however, that once Buyer has delivered the Net Earnings Earnout with respect to any Earnout Statement, no further Net Earnings Earnout shall be deliverable to the Stockholders' Representative (for the benefit of the Stockholders) and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Net Earnings shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Net Earnings, as calculated in each such Earnout Statement, respectively, are less than $825,000, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Net Earnings Earnout.

Earnouts. As further consideration for Pursuant to the Transfer Securities Purchase Agreement, SCRE is obligated to pay any and all of the Common Stock earnout payments due under the Earn-Out Purchase Agreements, as described on Schedule 4 attached hereto (the “Gross Earn-Out Payments”) directly to Buyer, the Stockholders will be eligible to receive sellers set forth therein within the following additional consideration applicable time periods and on the terms set forth therein for such payment. The payment and performance of such obligation shall be guaranteed under the Earn-Out Guaranty. Promptly following terms the payment of any Gross Earn-Out Payments by SCRE or Xxxxxxxxx Guarantor, then SCT Holdings, as agent on behalf of such payor, shall provide to VRLP a written notice of such Gross Earn-Out Payment, which shall include a copy of all applicable notice and conditions: (a) For each calendar year ended 2000 through 2003backup documentation provided by the applicable seller under the applicable Earn-Out Purchase Agreement with respect to such Gross Earn-Out Payment, within 30 days after Buyer's preparation proof of unaudited financial statements payment and any other supporting documentation reasonably relating to payment of such Gross Earn-Out Payment. Unless an Event of Default has occurred and is continuing, VRLP shall reimburse SCT Holdings, as agent on behalf of the Company for each applicable payor, in an amount equal to one hundred percent (100%) of the amount of any such calendar year and certification thereof Gross Earn-Out Payment (any such amounts paid by Buyer's Chief Financial OfficerVRLP, an “Earn-Out Payment” or “Earn-Out Payments”), which Buyer Earn-Out Payments shall use reasonable efforts to complete within 30 days after the end of each such calendar year, Buyer will prepare and deliver be added to the Stockholders' Representative a statement of Annual Sales and Annual Net Earnings for each such calendar year, respectively (each an "Earnout Statement"). The Earnout Statements will be prepared Lease Basis in accordance with GAAP and will be subject to the reviewProperty Leases provided, dispute and final determination procedures that, if the payment of any Gross Earn-Out Payment would cause a default under any of any of the Lease Documents or the Transaction Documents, including, without limitation, the breach of any financial covenants set forth in Section 2.3(b). (i) Ifherein and therein, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Annual Sales, as calculated in such Earnout Statement, are equal to or greater than $2.5 million, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Sales Earnout") in the manner set forth in Section 2.5(d); provided, however, that once Buyer has delivered the Sales Earnout with respect to any Earnout Statement, no further Sales Earnout shall be deliverable to the Stockholders' Representative (for the benefit of the Stockholders) and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Annual Sales shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Annual Sales, as calculated in each such Earnout Statement, respectively, are less than $2.5 million, Buyer VRLP shall have no obligation to deliver any Buyer Stock in respect of the Sales Earnout. (i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Net Earnings, as calculated in such Earnout Statement, are equal to or greater than $825,000, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Net Earnings Earnout") in the manner set forth in Section 2.5(d); provided, however, that once Buyer has delivered the Net Earnings Earnout make an Earn-Out Payment with respect to such Gross Earn-Out Payment. Upon receipt of any Earnout StatementEarn-Out Payments, no further Net Earnings Earnout shall be deliverable to the Stockholders' Representative (for the benefit SCT Holdings shall, as agent on behalf of the Stockholders) and Buyer's obligation applicable payor, pay the same to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to or at the calculation direction of Net Earnings shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Net Earningssuch payor. SCT Holdings, as calculated in each such Earnout Statementagent on behalf of the applicable payor, respectively, are less than $825,000, Buyer acknowledges that VRLP shall have no obligation to deliver pay any Buyer Stock in respect portion of any Earn-Out Payments that are payable to SCT Holdings following the occurrence and during the continuation of any Event of Default or if the payment of the Net Earnings Earnoutunderlying Gross Earn-Out Payment would cause a default as set forth in the preceding sentence. Any Earn-Out Payments shall be deemed added to the Lease Basis, for purposes of adjusting Base Rent, on the date that such payment is made by VRLP.

Earnouts. As further consideration Seller and Purchaser hereby acknowledge and agree that the Property is not one hundred percent (100%) occupied at the time of Closing with all tenants occupying their space, open for the Transfer of the Common Stock to Buyerbusiness and paying full rent, the Stockholders will be eligible to receive the following additional consideration on the following terms including CAM, taxes and conditions: (a) For each calendar year ended 2000 through 2003, within 30 days after Buyer's preparation of unaudited financial statements of the Company for each such calendar year and certification thereof by Buyer's Chief Financial Officer, which Buyer shall use reasonable efforts to complete within 30 days after the end of each such calendar year, Buyer will prepare and deliver insurance current. Notwithstanding anything to the Stockholders' Representative a statement of Annual Sales and Annual Net Earnings for each such calendar year, respectively (each an "Earnout Statement"). The Earnout Statements will be prepared in accordance with GAAP and will be subject to the review, dispute and final determination procedures contrary set forth in Section 2.3(b). the Contract, Seller shall have twenty-four (24) months following the date of Closing (“Earnout Period”) to receive additional proceeds of up to $4,874,726.00 (“Earnout Purchase Price”) based upon an Earnout Annual Base Minimum Rent of $370,042.00 divided by the Base Rent Divider of 7.5910% by leasing (i) If, the vacant space shown on Exhibit A attached hereto and made a part hereof (the “Constructed Vacant Space”) and (ii) vacant space located in a building(s) to be constructed by Seller after the final determination of any Earnout Statement pursuant to Section 2.5(adate hereof (“Unbuilt Vacant Space”), Annual Sales, the Constructed Vacant Space and the Unbuilt Vacant Space shall be collectively referred to herein as calculated in such the “Earnout Statement, are equal to or greater than $2.5 million, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Sales Earnout") in the manner set forth in Section 2.5(dSpace”); provided, however, that once Buyer has delivered in no event shall the Sales overall purchase price for the Property exceed $23,997,286.00. During the Earnout with respect to any Earnout StatementPeriod, no further Sales Earnout it shall be deliverable Seller’s responsibility and sole cost and expense for leasing out and paying all costs related to placing the Stockholders' Representative (for tenants into the benefit of the Stockholders) Earnout Space, including, but not limited to, any commissions, tenant improvement allowances and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Annual Sales shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Annual Sales, as calculated in each such Earnout Statement, respectively, are less than $2.5 million, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Sales Earnout. (i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Net Earnings, as calculated in such Earnout Statement, are equal to or greater than $825,000, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Net Earnings Earnout") in the manner set forth in Section 2.5(d)concessions; provided, however, no tenant shall be Seller or an affiliate of Seller. The tenant for each Earnout Space and each lease for the Earnout Space shall be subject to the leasing parameters attached hereto as Exhibit B. Seller is not entitled to any portion of the Earnout Purchase Price until a Purchaser-approved tenant under a Purchaser-approved lease for an Earnout Space has accepted its space “as is” and takes total possession, has opened for business and commences full rental payments, including CAM, taxes and insurance on a pro rata basis, all applicable tenant improvement allowances and leasing commissions have been paid in full and Purchaser has received an estoppel letter reasonably acceptable to Purchaser from each such tenant (“Earnout Requirements”). Each Earnout closing shall occur upon ten (10) business days advance written notice to Purchaser that once Buyer the Earnout Requirements have been satisfied and provided the Earnout Period has delivered not expired; provided, however, (a) Seller hereby acknowledges that Seller waives its right to any remaining payments of the Net Earnings Earnout Purchase Price if the Earnout Requirements for the Earnout Space have not been satisfied during the Earnout Period, and (b) at the respective Earnout closing, Seller shall deliver to Purchaser (if not previously delivered) a down date endorsement to Purchaser’s Owner’s Policy of Title Insurance showing that there are no mechanic’s or materialmens’ liens affecting Purchaser’s title to the Property caused by Seller. During the Earnout Period and until tenants have satisfied all requirements stated herein with respect to any its respective Earnout StatementSpace, no further Net Earnings Earnout Seller shall be deliverable to the Stockholders' Representative (responsible on a monthly basis for all CAM, taxes and insurance due for the benefit applicable Earnout Space, but in no event following the expiration of the Stockholders) Earnout Period. Purchaser shall act in a commercially reasonable manner and Buyer's obligation to prepare in good faith during its review and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Net Earnings shall cease. (ii) If, after the final determination of the approval of any new proposed tenant and/or lease presented to Purchaser. Also, Purchaser agrees to respond to any request for the approval of any new proposed tenant and/or lease presented to Purchaser within ten (10) business days after receipt of such request and all Earnout Statements pursuant reasonable documentation required to Section 2.5(a)evaluate such request by Purchaser. If Purchaser fails to respond to such request within such 10-business day period and such failure continues for a period in excess of five (5) business days after Purchaser’s receipt of notice of such failure, Net Earnings, as calculated in each then such Earnout Statement, respectively, are less than $825,000, Buyer proposed tenant and/or lease shall have no obligation to deliver any Buyer Stock in respect of the Net Earnings Earnoutbe deemed approved by Purchaser.

Earnouts. As further consideration Seller and Purchaser hereby acknowledge and agree that the Property is not one hundred percent (100%) occupied at the time of Closing with all tenants occupying their space, open for the Transfer of the Common Stock to Buyerbusiness and paying full rent, the Stockholders will be eligible to receive the following additional consideration on the following terms including CAM, taxes and conditions: (a) For each calendar year ended 2000 through 2003, within 30 days after Buyer's preparation of unaudited financial statements of the Company for each such calendar year and certification thereof by Buyer's Chief Financial Officer, which Buyer shall use reasonable efforts to complete within 30 days after the end of each such calendar year, Buyer will prepare and deliver insurance current. Notwithstanding anything to the Stockholders' Representative a statement of Annual Sales and Annual Net Earnings for each such calendar year, respectively (each an "Earnout Statement"). The Earnout Statements will be prepared in accordance with GAAP and will be subject to the review, dispute and final determination procedures contrary set forth in Section 2.3(b). the Contract, Seller shall have twenty-four (i24) If, after months following the final determination date of any Closing (“Earnout Statement pursuant Period”) to Section 2.5(a), receive additional proceeds of up to $4,753,317.00 (“Earnout Purchase Price”) based upon an Earnout Annual Sales, as calculated in such Base Minimum Rent of $313,668.20 divided by the Base Rent Divider of 6.5989% by leasing the vacant space shown on Exhibit A attached hereto and made a part hereof (“Earnout Statement, are equal to or greater than $2.5 million, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Sales Earnout") in the manner set forth in Section 2.5(dSpace”); provided, however, that once Buyer has delivered in no event shall the Sales overall purchase price for the Property exceed $28,123,317.00. During the Earnout with respect to any Earnout StatementPeriod, no further Sales Earnout it shall be deliverable Seller’s responsibility and sole cost and expense for leasing out and paying all costs related to placing the Stockholders' Representative (for tenants into the benefit of the Stockholders) Earnout Space, including, but not limited to, any commissions, tenant improvement allowances and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Annual Sales shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Annual Sales, as calculated in each such Earnout Statement, respectively, are less than $2.5 million, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Sales Earnout. (i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Net Earnings, as calculated in such Earnout Statement, are equal to or greater than $825,000, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Net Earnings Earnout") in the manner set forth in Section 2.5(d)concessions; provided, however, that once Buyer has delivered the Net Earnings Earnout with respect to any Earnout Statement, no further Net Earnings Earnout tenant shall be deliverable to Seller or an affiliate of Seller. Seller and Purchaser hereby acknowledge and agree that Camrich Holdings, Inc. shall be the Stockholders' Representative (for the benefit of the Stockholders) and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) exclusive broker with respect to the calculation Property commencing on the date hereof and ending on the earlier of Net Earnings shall cease. (i) the last day of the Earnout Period, or (ii) If, after the date of the final Earnout closing. The tenant for each Earnout Space and each lease for the Earnout Space shall be subject to Purchaser’s prior written consent, such consent may be withheld by Purchaser in its reasonable discretion, and Seller is not entitled to any portion of the Earnout Purchase Price until a Purchaser-approved tenant under a Purchaser-approved lease for an Earnout Space has accepted its space “as is” and takes total possession, has opened for business and commences full rental payments, including CAM in accordance with the terms of the applicable lease, and taxes and insurance on a pro rata basis, and Purchaser has received an estoppel letter reasonably acceptable to Purchaser from each such tenant and for the first (1st) Earnout closing only, Arkansas Newk’s, LLC, a Mississippi limited liability company, is occupying its respective space in the Property and paying full rent, including CAM, taxes and insurance current (“Earnout Requirements”). Each Earnout closing shall occur upon ten (10) business days advance written notice to Purchaser that the Earnout Requirements have been satisfied and provided the Earnout Period has not expired; provided, however, (a) Seller hereby acknowledges that Seller waives its right to any additional proceeds if no lease for the applicable Earnout Space has been fully executed during the Earnout Period, and (b) at the respective Earnout closing, Seller shall deliver to Purchaser (if not previously delivered) a down date endorsement to Purchaser’s Owner’s Policy of Title Insurance showing that there are no mechanic’s or materialmens’ liens affecting Purchaser’s title to the Property caused by Seller. In the event that a lease has been fully executed for an Earnout Space during the Earnout Period but the Earnout Requirements have not been satisfied and the final Seller’s notice of satisfaction of the Earnout Requirements has not been sent during the Earnout Period, then at the Earnout closing for such Earnout Space, there shall be deducted from the applicable Earnout payment an amount equal to the daily rate of annual rent and taxes under such lease multiplied by the number of days from the date of the Earnout closing to the outside rent commencement date under such lease, as reasonably determined by Seller and Purchaser. Additionally, during the Earnout Period and until tenants have satisfied all requirements stated herein with respect to its respective Earnout Space, Seller shall be responsible on a monthly basis for all taxes and insurance due for the applicable Earnout Space. Purchaser shall act in a commercially reasonable manner and in good faith during its review and determination of the approval of any new proposed tenant and/or lease presented to Purchaser. Also, Purchaser agrees to respond to any request for the approval of any new proposed tenant and/or lease presented to Purchaser within seven (7) business days after receipt of such request and all reasonable documentation required to evaluate such request by Purchaser. If Purchaser fails to respond to such request within such 7-business day period and such failure continues for a period in excess of five (5) business days after Purchaser’s receipt of notice of such failure, then such proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any tenant and its new lease is approved (or deemed approved) and such lease is signed by the tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within ten (10) business days after receipt thereof, then notwithstanding any other term of the Agreement between Seller and Purchaser to the contrary, (i) the respective Earnout Statements pursuant payment amount for such lease shall be earned and (ii) the Earnout closing relating to Section 2.5(asuch lease shall occur within ten (10) business days after Purchaser's receipt of notice from Seller thereof. Purchaser hereby approves the following proposed tenants: (i) Xxxxxx Xxxx Hamra (Potbelly’s franchisee), Net Earnings(ii) Casual Male Retail Store, as calculated in each such Earnout StatementLLC, respectivelya Delaware limited liability company, are less than $825,000, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Net Earnings Earnoutdba DXL Mens Apparel and (iii) Xxx Xxxxxxx dba The Dry Bar.

Earnouts. As further consideration Seller and Purchaser hereby acknowledge and agree that the Property is not one hundred percent (100%) occupied at the time of Closing with all tenants occupying their space, open for the Transfer of the Common Stock to Buyerbusiness and paying full rent, the Stockholders will be eligible to receive the following additional consideration on the following terms including CAM, taxes and conditions: (a) For each calendar year ended 2000 through 2003, within 30 days after Buyer's preparation of unaudited financial statements of the Company for each such calendar year and certification thereof by Buyer's Chief Financial Officer, which Buyer shall use reasonable efforts to complete within 30 days after the end of each such calendar year, Buyer will prepare and deliver insurance current. Notwithstanding anything to the Stockholders' Representative a statement of Annual Sales and Annual Net Earnings for each such calendar year, respectively (each an "Earnout Statement"). The Earnout Statements will be prepared in accordance with GAAP and will be subject to the review, dispute and final determination procedures contrary set forth in Section 2.3(b). the Contract, Seller shall have until December 31, 2014 (i“Earnout Period”) If, after to receive additional proceeds of $320,000.00 (“Earnout Purchase Price”) by leasing the final determination vacant space shown on Exhibit A attached hereto and made a part hereof (“Earnout Space”) to America’s Best Contacts & Eye Glasses or such other tenant acceptable to Purchaser (“Earnout Tenant”) upon lease terms reasonably acceptable to Purchaser and with a minimum five (5) year lease term and an annual base rent of any Earnout Statement pursuant to Section 2.5(a), Annual Sales, as calculated in such Earnout Statement, are equal to or greater than at least $2.5 million, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Sales Earnout") in the manner set forth in Section 2.5(d)20.00 per square foot; provided, however, that once Buyer has delivered in no event shall the Sales overall purchase price for the Property exceed $27,313,000.00. During the Earnout with respect to any Earnout StatementPeriod, no further Sales Earnout it shall be deliverable Seller’s responsibility and sole cost and expense for leasing out and paying all costs related to placing the Stockholders' Representative (for Earnout Tenant into the benefit of the Stockholders) Earnout Space, including, but not limited to, any commissions, tenant improvement allowances and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Annual Sales shall cease. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Annual Sales, as calculated in each such Earnout Statement, respectively, are less than $2.5 million, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Sales Earnout. (i) If, after the final determination of any Earnout Statement pursuant to Section 2.5(a), Net Earnings, as calculated in such Earnout Statement, are equal to or greater than $825,000, then within 45 days after such final determination, Buyer shall deliver to the Stockholders' Representative (for the benefit of the Stockholders) 5,000 shares of Buyer Stock (the "Net Earnings Earnout") in the manner set forth in Section 2.5(d)concessions; provided, however, that once Buyer has delivered no tenant shall be Seller or an affiliate of Seller. The lease for the Net Earnings Earnout with respect Space shall be subject to Purchaser’s prior written consent, such consent may be withheld by Purchaser in its reasonable discretion, and Seller is not entitled to any portion of the Earnout StatementPurchase Price until a Purchaser-approved tenant under a Purchaser-approved lease for an Earnout Space has accepted its space “as is” and takes total possession, has opened for business and commences full rental payments, including CAM, taxes and insurance on a pro rata basis, and Purchaser has received an estoppel letter reasonably acceptable to Purchaser from the Earnout Tenant (“Earnout Requirements”). The Earnout closing shall occur upon ten (10) business days advance written notice to Purchaser that the Earnout Requirements have been satisfied and provided that the Earnout Period has not expired; provided, however, (a) Seller hereby acknowledges that Seller waives its right to the Earnout Purchase Price if the Earnout Requirements have not been fully satisfied during the Earnout Period, and (b) at the Earnout closing, Seller shall deliver to Purchaser (if not previously delivered) a down date endorsement to Purchaser’s Owner’s Policy of Title Insurance showing that there are no further Net Earnings mechanic’s or materialmens’ liens affecting Purchaser’s title to the Property caused by Seller. Purchaser shall act in a commercially reasonable manner and in good faith during its review and determination of the approval of the Earnout Tenant and/or lease presented to Purchaser. Also, Purchaser agrees to respond to any request for the approval of any new proposed Earnout Tenant and/or lease presented to Purchaser within seven (7) business days after receipt of such request and all reasonable documentation required to evaluate such request by Purchaser. If Purchaser fails to respond to such request within such 7-business day period and such failure continues for a period in excess of five (5) business days after Purchaser’s receipt of notice of such failure, then such proposed Earnout Tenant and/or lease shall be deliverable to the Stockholders' Representative (for the benefit of the Stockholders) and Buyer's obligation to prepare and deliver any Earnout Statement under Section 2.5(a) with respect to the calculation of Net Earnings shall ceasedeemed approved by Purchaser. (ii) If, after the final determination of all Earnout Statements pursuant to Section 2.5(a), Net Earnings, as calculated in each such Earnout Statement, respectively, are less than $825,000, Buyer shall have no obligation to deliver any Buyer Stock in respect of the Net Earnings Earnout.