Examples of Actual Gross Profit in a sentence
On or before April 15th of the calendar year following the applicable Earnout Year, Buyer shall provide Appointed Agent with an unaudited income statement of Buyer with respect to such Earnout Year, together with a calculation of the Earnout Actual Gross Sales, Earnout Actual Gross Profit and Earnout Payment Ratio for such Earnout Year (the “Preliminary Earnout Statement”).
On or before April 15th of the calendar year following the applicable Earnout Year, Buyer shall provide Appointed Agent with an unaudited income statement of Buyer with respect to such applicable Earnout Year, together with a calculation of the Earnout Actual Net Sales, Earnout Actual Gross Profit, Earnout Actual Factor, Earnout Annual Ratio for such applicable Earnout Year and, in the case of the third Earnout Year, the Earnout Aggregate Ratio (the “Preliminary Earnout Statement”).
If the ratio of the applicable Actual Gross Profit over the applicable Target Gross Profit is below 0.75 on the relevant Earnout Determination Date, Sellers will not be entitled to any additional cash consideration for the applicable period.
The Parties agree that such income statement shall be prepared in accordance with GAAP as applied by Buyer on a consistent basis except (i) for the absence of footnote disclosure and (ii) expenses historically treated by Sellers as operating expenses that, under GAAP, are included in cost of sales (e.g., freight) shall be added to Earnout Actual Gross Profit for purposes of calculating the Annual Earnout Payments to which the Sellers are entitled, if any.
If, and only if, there is (i) a Year One Gross Profit Shortfall (and Actual Gross Profit for the First Calculation Period is at least 95% of the Annual Gross Profit Target) and (ii) a Year Two Gross Profit Overachievement, then an additional payment in respect of the First Calculation Period will be paid to the Stockholders following the Second Calculation Period.
In the event that the ratio of the applicable Actual Gross Profit over the applicable Target Gross Profit is above 1.25 on the relevant Earnout Determination Date, Sellers will not be entitled to any additional cash consideration, calculated on a cumulative basis over the course of the three-year period in which Earnout Amounts are paid, that is above the Maximum Earnout Amount.
In the event that the Company collects any amounts in respect of the Closing Date Contractual Allowances, then (i) such amounts shall be disregarded for purposes of calculating Actual Revenue and Actual Gross Profit during the Calculation Periods and (ii) the Annual Revenue Target and the Annual Gross Profit Target shall be increased, on a dollar for dollar basis, in the amount of such collections.