Earnout Dispute Period definition

Earnout Dispute Period has the meaning set forth in Section 2.8(d).
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Earnout Dispute Period means the period beginning on the date of the delivery by Parent of the Earnout Report to either Shareholders’ Agent and ending on the thirtieth (30th) calendar day following the date of the delivery by Parent of the Earnout Report to such Shareholders’ Agent, subject to earlier termination upon delivery of a Shareholders’ Agents’ Notice.
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Earnout Dispute Period shall have the meaning set forth in Section 1.5(e)(i).
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Examples of Earnout Dispute Period in a sentence

  • If Sellers fail to deliver a Seller Notice of Dispute during the Earnout Dispute Period, Purchaser’s calculation of the applicable Earnout Amount shall be deemed to be final, correct and binding on the parties.

  • If an Earnout Dispute Notice is not delivered pursuant to Section 3.2(c) below, then in no event later than ten (10) Business Days following the expiration of the Earnout Dispute Period, Parent shall pay or cause to be paid the Earnout Amount in accordance with the terms of this Agreement.

  • If the API Representative does not deliver an Earnout Dispute Notice to Acquiror prior to the end of the Earnout Dispute Period, then such Earnout Statement shall be conclusive, final and binding on the API Entities and Acquiror (and all other Parties) in the form in which it was delivered to the API Representative and such Proposed Earnout Amount shall be deemed to be the “Final Earnout Amount”.

  • If the Seller delivers an Earnout Dispute Notice within the Earnout Dispute Period, the Seller and the Buyer will negotiate in good faith to resolve any Earnout Disputes.

  • If Parent does not receive an Earnout Dispute Notice within the applicable Earnout Dispute Period, such Earnout Statement shall be final and binding upon Seller.

  • If an Earnout Dispute Notice is not delivered pursuant to subsection (C) below, then in no event later than twenty (20) Business Days following the expiration of the Earnout Dispute Period, ArthroCare shall pay or cause to be paid the Contingent Consideration in cash by wire transfer of immediately available funds to such account as Sellers shall designate by written notice to Buyer.

  • Seller may, at any time during the Earnout Dispute Period, provide written notice to Buyer that Seller has agreed to the Earnout Payment detailed in the Buyer's Statement (which notice shall be irrevocable once received by Buyer), in which case Buyer shall pay to Seller such Earnout Payment within ten (10) Business Days after Buyer has received such written notice.

  • During the Earnout Dispute Period and until the final determination of any Disputed Items, Seller shall be provided with all work papers and back-up materials requested in writing to the extent used by Parent to prepare the calculation of such Disputed Items for the applicable Earnout Period.

  • If the Seller does not deliver an Earnout Dispute Notice within the Earnout Dispute Period, the calculation of the Earnout Payment (if any) in the Earnout Statement shall be deemed to have been accepted and agreed to by the Seller and shall be final and binding upon the Parties.

  • If Parent receives an Earnout Dispute Notice from Seller within the Earnout Dispute Period, during the 30-day period following delivery of such Earnout Dispute Notice (the “Earnout Negotiation Period”), Parent and Seller shall discuss with a view to resolving their disagreements over the Disputed Items.


More Definitions of Earnout Dispute Period

Earnout Dispute Period has the meaning set forth in Section 3.2(j).
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Earnout Dispute Period is defined Section 1.6(b).
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Earnout Dispute Period has the meaning given such term in Section 2.06(b)(ii)(A) herein.
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Earnout Dispute Period has the meaning set forth in Section 1.7(b)(i).
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Earnout Dispute Period means the period beginning on the date of the delivery by Buyer of the Earnout Report to Sellers and ending on the sixtieth (60th) calendar day following the date of the delivery by Buyer of the Earnout Report to Sellers.
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Earnout Dispute Period has the meaning set forth in Section 2.8(d). “Earnout Period” has the meaning set forth in Section 2.8(f). “Energy Sector Business” means the delivered fuels business in which the Companies are engaged on the date hereof with the Energy Sector Customers. “Energy Sector Customers” means the Companies’ (i) current customers set forth on Schedule 1.1(f) and (ii) future customers in the Energy Sector Business, regardless of whether such future customers are obtained organically or through acquisition, whose business is actively and directly linked to the operations associated with the Marcellus or Utica shales as well as other similar shales, such as the Eagle Ford, where the Companies supply fuel, field services, or both to support the foregoing operations. For the avoidance of doubt, the definition of Energy Sector Customers is not bound by geography and will incorporate any of the activities associated with the value chain set forth on Schedule 1.1(f). “Environment” means soil, land surface and subsurface strata, surface waters (including navigable and non-navigable inland and ocean waters), ground waters, sediments and ambient and indoor air. “Environmental Law” means any Applicable Law that provides for or relates to (i) protection or restoration of the Environment and plant and animal life, (ii) protection of human health from environmental exposure to Hazardous Materials, or (iii) the distribution, generation, handling, importing, management, processing, production, Release, threatened Release, storage, transfer, transportation, treatment or use of Hazardous Materials. “ERISA” has the meaning set forth in Section 3.11(a). “Escrow Agent” has the meaning set forth in Section 2.5(a)(ii).
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Related to Earnout Dispute Period

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Tax Dispute has the meaning set forth in Section 5.06.

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Relevant Dispute means any difference between the parties arising out of or in connection with this contract; "Relevant Force Majeure Event" has the meaning ascribed to it in Clause 17.1;

  • Billing Dispute Notice means a formal, written notice submitted to HUGE by the Customer in terms of this Procedure.

  • Expedited Dispute Timetable means the accelerated timetable for the resolution of disputes as set out in paragraph 2.6;

  • Arbitrable Dispute means any dispute arising under or in connection with this Agreement.

  • Mediation Period shall have the meaning set forth in Section 10.2.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Agreement Disputes shall have the meaning set forth in Section 10.1.

  • Dispute Board (DB) means the person or persons named as such in the SCC appointed by agreement between the Procuring Entity and the Contractor to make a decision with respect to any dispute or difference between the Procuring Entity and the Contractor referred to him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute Board) hereof.

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Technical Dispute has the meaning specified in Section 12.2;

  • Formal Dispute means a written objection by an Interested Party to any of the following: i. A solicitation or other request by OGS for offers for a contract for the procurement of commodities, services or technology. ii. The cancellation of the solicitation or other request by OGS. iii. An award or proposed award of the Contract by OGS. iv. A termination or cancellation of an award of the Contract by OGS. v. Changes in the scope of the Centralized Contract by the Commissioner. vi. Determination of “materiality” in an instance of nonperformance or contractual breach. vii. An equitable adjustment in the Centralized Contract terms and/or pricing made by the Commissioner during a Force Majeure event.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Final Determination Date means the following:

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Resolution Period has the meaning set forth in Section 2.04(c)(ii).

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

  • Disputing Parties means the claimant and the respondent;

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Disputing Party has the meaning specified in Paragraph 5.