Final Calculation of Earn-Out Amounts Sample Clauses

Final Calculation of Earn-Out Amounts. For purposes of this Agreement, each of the First Earn-Out Period, Second Earn-Out Period and Third Earn-Out Period shall sometimes be referred to as an “Earn-Out Period”, and each of the First Contingent Earn-Out Payment, Second Contingent Earn-Out Payment and Third Contingent Earn-Out Payment shall sometimes be referred to as an “Earn-Out Amount”. Within thirty calendar (30) days after the end of each Earn-Out Period, Buyer shall prepare and deliver to Company a statement setting forth the determination of the applicable Earn-Out Amount for such Earn-Out Period (each, an “Earn-Out Statement”). Company and its accountants shall have the right to review all records, books, work papers and calculations of Buyer and the Business related to each Earn-Out Statement and the related books, records, work papers and calculations. Company shall have thirty (30) calendar days after delivery of each Earn-Out Statement in which to notify Buyer in writing of any discrepancy in, or disagreement with, the items reflected on such Earn-Out Statement or the determination of the applicable Earn-Out Amount (each, an “Earn-Out Notice of Objection”). If Company does not submit an Earn-Out Notice of Objection during such thirty (30) calendar day period, then the Earn-Out Statement shall be deemed to be accepted in the form presented to Company. If Company submits an Earn-Out Notice of Objection during such thirty (30) calendar day period and Buyer agrees with the adjustment requested by Company, then an appropriate adjustment shall be made. If Buyer does not agree, within twenty (20) calendar days after the receipt of an Earn-Out Notice of Objection, to make any adjustment timely requested by Company, then Buyer shall remit to Company, on or before the thirtieth (30th) calendar day after the expiration of such twenty (20) calendar day period, one-fourth (1/4) of that portion of the Earn-Out Amount not in dispute, and the disputed, items or amount shall be submitted for review and final determination by the CPA Firm pursuant to Section 3.10.
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