Long Term Earn-Out Period Report Sample Clauses

Long Term Earn-Out Period Report. Within fifteen business days after receipt by Purchaser of its audited consolidated financial statements for the annual period ending November 30, 2002, but no later than March 15, 2003, Purchaser shall provide to the Stockholders a written report prepared by Purchaser's outside auditors (the "Four Year Earn-Out Period Report") that sets forth (i) the average Annual Taxable Income for such four year period calculated based upon (x) the financial information of the Company utilized by Purchaser in preparing its annual audited income statements for such periods as adjusted by other relevant financial information applicable to the Company to properly reflect Annual Taxable Income of the Company for each annual period on a separate company, stand alone basis consistent with the methodology set forth in the attached EXHIBIT C and (y) the annual weighting referred to in Section 1.03(c) hereof, and (ii) the Long Term Earn-Out Amount, if any, together with supporting detail (including work papers) with respect to such calculations. If, within fifteen business days after delivery of the Four Year Earn-Out Period Report to the Stockholders, no unanimous written election is made by them to have the Long Term Earn-Out Amount based upon the Five Year Earn-Out Period, then within five business days after the expiration of the Objection Period (as hereinafter defined) if no objection is properly and timely made by the Stockholders' Agent (as hereinafter defined) within the Objection Period pursuant to Section 1.05(a) hereof, or, if an objection is properly and timely made by the Stockholders' Agent within the Objection Period pursuant to Section 1.05(a) hereof then within ten business days after the expiration of the Resolution Period (as hereinafter defined), Purchaser shall make payment to the Stockholders of the Long Term Earn-Out Amount, if any, reflected in the Four Year Earn-Out Period Report or the Agreed Upon Long Term Earn-Out Amount (as hereinafter defined), whichever is applicable, less any Indemnification Offset or reduction pursuant to Section 7.04(e)(i). If the Stockholders unanimously elect in writing within the fifteen business day period set forth above to have the Long Term Earn-Out Amount based upon the Five Year Earn-Out Period, then within fifteen business days after receipt by Purchaser of its audited consolidated financial statements for the annual period ending November 30, 2003, Purchaser shall provide to the Stockholders a written report prepare...
Sample 1
AutoNDA by SimpleDocs

Related to Long Term Earn-Out Period Report

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Annual and Quarterly Financial Statements Until the Distribution Date, DSW shall not change its fiscal year and, until the Retail Ventures fiscal year end first occurring after the Distribution Date and thereafter to the extent necessary for the purpose of preparing financial statements or completing a financial statement audit, shall provide to Retail Ventures on a timely basis all Information that Retail Ventures reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of Retail Ventures' annual, quarterly and monthly financial statements. Without limiting the generality of the foregoing, DSW will provide all required financial Information with respect to DSW to DSW's Auditors in a sufficient and reasonable time and in sufficient detail to permit DSW's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Retail Ventures' Auditors with respect to financial Information to be included or contained in Retail Ventures' annual, quarterly and monthly financial statements. Similarly, Retail Ventures shall provide to DSW on a timely basis all financial Information that DSW reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of DSW's annual, quarterly and monthly financial statements. Without limiting the generality of the foregoing, Retail Ventures will provide all required financial Information with respect to Retail Ventures and its Subsidiaries to DSW's Auditors in a sufficient and reasonable time and in sufficient detail to permit DSW's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to DSW's Auditors with respect to Information to be included or contained in DSW's annual and quarterly financial statements.

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Time is Money Join Law Insider Premium to draft better contracts faster.