Common use of Subsequent Earnout Payments Clause in Contracts

Subsequent Earnout Payments. (i) On the Payment Date for the first Earnout Period, Buyer will deliver to Seller additional consideration (the "First Earnout Period Subsequent Earnout Payment") for the Shares, equal to the Subsequent Earnout Payment for the first Earnout Period multiplied by 50%; provided, however, that the amount paid pursuant to this clause (i) shall not exceed 50% of the Maximum Earnout Payment for the first Earnout Period. (ii) On the Payment Date for the second Earnout Period, Buyer will deliver to Seller additional consideration (the "Second Earnout Period Subsequent Earnout Payment") for the Shares equal to 50% of the Subsequent Earnout Payment for the second Earnout Period; provided, however, that the amount paid pursuant to this clause (ii) shall not exceed 50% of the Maximum Earnout Payment for the second Earnout Period. (iii) On the Payment Date for the third Earnout Period, Buyer will deliver to Seller additional consideration (the "Third Earnout Period Subsequent Earnout Payment") for the Shares equal to 50% of the Subsequent Earnout Payment for the third Earnout Period; provided, however, that the amount paid pursuant to this clause (iii) shall not exceed 50% of the Maximum Earnout Payment for the third Earnout Period.

Subsequent Earnout Payments. (i) On the Payment Date for the first Earnout Period, Buyer will deliver to Seller Sellers (A) additional consideration (the "First Earnout Period Subsequent Earnout Payment") for the Shares, equal to the Subsequent Earnout Payment for the first Earnout Period multiplied by 50%; provided, however, that the amount paid pursuant to this clause (i) shall not exceed 50% of the Maximum Earnout Payment $500,000 for the first Earnout PeriodPeriod minus (B) an amount equal to the Reserve Adjustment, unless such amount is less than zero, in which case Buyer shall pay no amount to Seller, and further provided that if such amount is less than zero, no amount shall be paid by Sellers. (ii) On the Payment Date for the second Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Second Earnout Period Subsequent Earnout Payment") for the Shares equal to 50% of the Subsequent Earnout Payment for the second Earnout Period; provided, however, that the amount paid pursuant to this clause (ii) shall not exceed 50% of the Maximum Earnout Payment $500,000 for the second Earnout Period. (iii) On the Payment Date for the third Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Third Earnout Period Subsequent Earnout Payment") for the Shares equal to 50% of the Subsequent Earnout Payment for the third Earnout Period; provided, however, that the amount paid pursuant to this clause (iii) shall not exceed 50% of the Maximum Earnout Payment $500,000 for the third Earnout Period. (iv) At the conclusion of each Earnout Period, Buyer shall prepare a Computation Statement for the Earnout Amount earned during such Earnout Period and shall provide such Computation Statement to the Sellers' Advisory Representative for his review and comments within forty-five (45) days after the termination of such Earnout Period. If, within thirty (30) days after delivery of the Computation Statement to the Sellers' Advisory Representative, the Sellers' Advisory Representative has not given written notice to Buyer disputing such statement and indicating the basis of such dispute such Computation Statement shall be conclusive and binding on Sellers. In the event the Sellers' Advisory Representative gives Buyer such notice of dispute within such 30-day period, the Sellers' Advisory Representative STOCK PURCHASE AGREEMENT 11 12 and Buyer will use their Best Efforts to settle the dispute within 30 days after the giving of such notice. Any dispute unresolved after such 30-day period shall be submitted to an Independent CPA Firm. The decision of such Independent CPA Firm with respect to such dispute shall be final and binding on the parties hereto. If, as a result of such arbitration, it is determined that Sellers are entitled to an Earnout Amount which exceeds the Earnout Amount set forth on the applicable Computation Statement by an aggregate amount greater than ten percent (10%) of such Earnout Amount, Buyer shall pay the cost of the arbitration. Otherwise, Sellers shall pay the cost of the arbitration. Buyer shall maintain books and records for the Acquired Companies in a manner which will facilitate its calculation of each Earnout Amount and the review by the Sellers' Advisory Representative of each Computation Statement. Buyer shall make available, at Buyer's offices during normal business hours, to the Sellers' Advisory Representative and his attorneys, accountants and other representatives for examination, such of its books of account, contracts, licenses, leases, instruments, commitments, sale orders, purchase orders, records, accountant's work papers and other documents as are relevant to the preparation of the Computation Statement.

Subsequent Earnout Payments. (i) On the Payment Date for the first Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "First Earnout Period Subsequent Earnout Payment") for the Shares, equal to the Subsequent Earnout Payment for the first Earnout Period multiplied by 50%; provided, however, that the amount paid pursuant to this clause (i) shall not exceed 50% of the Maximum Earnout Payment for the first Earnout Period. (ii) On the Payment Date for the second Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Second Earnout Period Subsequent Earnout Payment") for the Shares equal to 50% of the Subsequent Earnout Payment for the second Earnout Period; provided, however, that the amount paid pursuant to this clause (ii) shall not exceed 50% of the Maximum Earnout Payment for the second Earnout Period. (iii) On the Payment Date for the third Earnout Period, Buyer will deliver to Seller Sellers additional consideration (the "Third Earnout Period Subsequent Earnout Payment") for the Shares equal to 50% of the Subsequent Earnout Payment for the third Earnout Period; provided, however, that the amount paid pursuant to this clause (iii) shall not exceed 50% of the Maximum Earnout Payment for the third Earnout Period.