Right to Audit Earn-Up Consideration Sample Clauses

Right to Audit Earn-Up Consideration. Rainbow will maintain a complete, clear and accurate record of the accounting information related to the determination of the Earn-Up Consideration. To ensure compliance with the terms of this Agreement, the Company Shareholders Agent will have the right to have two inspections and audits of all the relevant accounting and sales books and records of Buyer, conducted by an independent audit firm reasonably acceptable to both parties whose fee is paid by the Company Shareholders Agent, and shall be conducted during regular business hours at Buyer's offices and in such a manner as to not interfere with Buyer's normal business activities. If such inspection should disclose an under reporting of Earn-Up Consideration, Buyer will either (i) promptly pay the Company Shareholders the difference, together with interest thereon at the rate of 1.5% per month or the highest rate allowed by law, whichever is lower, from the date on which the revenues associated with such amounts were recognized by Buyer, plus the accounting fees incurred in connection with such audit, or (ii) dispute the audit obtained by the Company Shareholder Agent and submit the matter to the Dispute Resolution Procedure.
Sample 1
AutoNDA by SimpleDocs

Related to Right to Audit Earn-Up Consideration

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • Earn-Out Consideration (a) If the earnings before taxes (the "EBT") of the Company for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to the Company for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the EBT of the Company for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 (the "Adjusted 1997 EBT"), then the Stockholders shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • No Additional Consideration For the avoidance of doubt, the transfer of any Assets under this Section 2.8 shall be effected without any additional consideration by either party.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Additional Considerations For each mediation or arbitration:

  • Transaction Consideration The Transaction Consideration;

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Payment at Closing; Fee Letters The Borrower shall have paid to the Administrative Agent and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder (including, without limitation, legal (including, without limitation, local counsel) fees and expenses) and to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

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