Earnout Audit definition

Earnout Audit shall have the meaning set forth in Section 2.2(b)(ii)(F) hereof.
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Earnout Audit shall have the meaning set forth in Section 2.6 of this Agreement.
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Earnout Audit shall have the meaning set forth in Section 4.06(g).
Sample 1

Examples of Earnout Audit in a sentence

  • If neither the Seller nor the Buyer delivers an Earnout Audit Dispute Notice to the other prior to the expiration of the Earnout Audit Review Period, the Earnout Auditor’s calculation of the Revenue Earnout Consideration, the Gross Profit Earnout Consideration and the Earnout Consideration set forth in the Earnout Audit Report shall be deemed final and binding on the Parties for all purposes of this Agreement.

  • Each of the Seller and the Buyer will be entitled to receive a report of the Earnout Auditor with respect to its findings (the “ Earnout Audit Report”).

  • If the Seller does not deliver an Earnout Dispute Notice or an Earnout Audit Notice to the Buyer prior to the expiration of the Earnout Review Period, the Buyer’s calculation of the Revenue Earnout Consideration, the Gross Profit Earnout Consideration and the Earnout Consideration set forth in the Earnout Statement shall be deemed final and binding on the Parties for all purposes of this Agreement.

  • If the Seller or the Buyer delivers an Earnout Audit Dispute Notice to the other prior to the expiration of the Earnout Audit Review Period, then the Seller and the Buyer shall negotiate in good faith to reach agreement regarding the Earnout Audit Report and the resulting Revenue Earnout Consideration, Gross Profit Earnout Consideration and Earnout Consideration.

  • From and after the delivery of the Earnout Statement, the Buyer Parties shall provide the Seller, the Earnout Auditor and their respective representatives with reasonable access, during normal business hours, to the relevant books and records of the Buyer Parties used by the Buyer Parties in the preparation of, or otherwise reasonably relevant to, the Earnout Statement for the purposes of enabling the Accounting Firm to conduct the Earnout Audit.

Related to Earnout Audit

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Independent Auditor has the meaning specified in subsection 7.01(a).

  • Earnout has the meaning set forth in Section 2.9(a).

  • Independent Auditors has the meaning set forth in Section 3.2.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Initial Audit is Bank’s inspection of Borrower’s Accounts, the Collateral, and Borrower’s Books, with results satisfactory to Bank in its sole and absolute discretion.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Company Audited Financial Statements has the meaning set forth in Section 3.11.

  • Auditor’s Report means the auditor’s report on the Financial Report; “AEDT” means Australian Eastern Daylight Time.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Neutral Auditor means Ernst & Young or, if Ernst & Young is unable to serve, an impartial nationally recognized firm of independent certified public accountants other than Seller’s accountants or Purchaser’s accountants, mutually agreed to by Purchaser and Seller.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Cure Costs means with respect to any Assumed Contract, the Liabilities that must be paid or otherwise satisfied to cure all monetary defaults under such Assumed Contract to the extent required by Section 365(b) of the Bankruptcy Code.

  • Annual Statement means, with respect to any Insurance Subsidiary for any fiscal year, the annual financial statements of such Insurance Subsidiary as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.