Examples of Earnout Certificate in a sentence
The fees and disbursements of the Accountants under this Section 1.7(f)(ii) will be deducted from the Earnout Payments (and borne by the Stockholder Representatives if there are no Earnout Payments), unless it is determined that (A) the Earnout Certificate understated the applicable Earnout Payment for the period in question by $100,000 or more or (B) Parent acted in bad faith with respect to such understatement, in either which case such fees and disbursements will be borne exclusively by Parent.
If the Sellers disagree with Purchaser’s calculation of Cobalt Revenue for such Earn-out Year, the Sellers may, within 30 days after delivery of the Earn-out Certificate, deliver a notice to Purchaser disagreeing with such calculation.
If the Sellers do not so notify Purchaser of a dispute with respect to the Earn-out Certificate within such 30-day period, the Earn-out Certificate will be final, conclusive and binding on the parties.
Any such notice of disagreement shall specify those items or amounts as to which the Sellers disagree, and the Sellers shall be deemed to have agreed with all other items and amounts contained in the Earn-out Certificate.
Tempo has complied, and to the knowledge of Tempo, all members of Tempo have in all material respects complied, with their respective obligations, if any, under Section 9.01 of the Tempo LLCA (including to timely notify Tempo of any Liquidity Event and maintain information necessary to permit Tempo to calculate all amounts required to be included in any Earnout Certificate).
Buyer shall prepare and deliver to Sellers a certificate (the "Earnout Certificate") stating such revenues and adjustments.
Notwithstanding the foregoing, Buyer may amend and supplement any Earnout Certificate in the event of a Revenue Refund that is identified or finally determined by Buyer during the Earnout Measurement Period or within thirty (30) days after the end of the Earnout Measurement Period.
The amount of the Earnout Payment set forth in the Earnout Certificate shall be binding on the Shareholders unless the Shareholder Representative presents to Parent within thirty (30) days after receipt of the Earnout Certificate written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement.
Such Earnout Payments shall be delivered to the Escrow Agent or paid to the Constituents in accordance with Section 1.5(a), as the case may be, within the later of (i) ninety (90) days after the Parent’s delivery to the Stockholder Representatives of the applicable Earnout Certificate, or (ii) if disputed pursuant to Section 1.7(f) below, ten (10) Business Days after final determination of the applicable Earnout Payment pursuant to the provisions of Section 1.7(f).
If the Stockholders' Representative disputes the amount of EBITDA or the Earnout Amount set forth in the Earnout Certificate, then the Stockholders' Representative and his professional advisors shall have the right, at Stockholders' Representative's expense, to review the Buyer's calculations of EBITDA and the Earnout Amount.