Earnout Objection definition

Earnout Objection has the meaning set forth in Section 9.4(b).
Sample 1
Earnout Objection has the meaning set forth in Section 1.14(b).
Sample 1
Earnout Objection is defined in Section 2.7.2.
Sample 1

Examples of Earnout Objection in a sentence

  • The Representative and Parent shall negotiate in good faith to resolve the objections raised in any Earnout Objection Statement, but if they do not reach a final resolution within thirty (30) days after the delivery of an Earnout Objection Statement to Parent, any unresolved disputes shall be submitted to an independent national accounting firm mutually selected by Parent and the Representative (the “Earnout Accounting Firm”).

  • If such Earnout Objection Statement is not delivered to Buyer prior to the end of the Earnout Objection Period, the Earnout Statement shall be final, binding and non-appealable by the parties hereto.

  • Failure by Seller to deliver an Earnout Objection within such 30-day period shall be deemed to be Seller’s acceptance of the Earnout Statement as the Final Earnout Statement.

  • The Parties shall negotiate in good faith to reach agreement resolving all disputes in the Earnout Objection within 30 days after its delivery.

  • The Earnout Objection Notice shall specify the items and/or the amounts in the applicable Earnout Notice disputed by Sellers and shall describe in reasonable detail the basis for such objection.

  • In making such calculation, the Auditor shall consider only those items and amounts in the calculation of the Net Profit which are identified in the Earnout Objection Notice as being items as to which Sellers’ Representative has disagreed and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

  • After delivery of an Earnout Objection Statement, an authorized representative of Buyer and the Stockholder Representative shall promptly negotiate in good faith with respect to the Earnout Payment Calculation and the objections thereto, and if they are unable to reach an agreement within 45 calendar days after delivery to Buyer of such Earnout Objection Statement, the dispute shall be submitted to the Independent Accounting Firm.

  • Except as provided in the preceding sentence, the fees and disbursements of each party’s independent accountants, attorneys and advisors incurred in connection with their respective preparation or review of any Earnout Statement and any Earnout Objection Statement and presentations to the Independent Firm shall be borne by such party.

  • If applicable, following the delivery of an Earnout Objection Notice, the Seller Representative and Purchaser shall attempt in good faith to resolve the issues and objections in such Earnout Objection Notice.

  • If the Sellers’ Representative fails to deliver the Earnout Objection Notice within such seven-day period, the Net Profit set forth in the Earnout Notice shall be final and binding on all parties, including the Sellers’ Representative and Sellers.


More Definitions of Earnout Objection

Earnout Objection has the meaning set forth in Section 3.6(d).
Sample 1
Earnout Objection has the meaning set forth in the Prior Purchase Agreements.
Sample 1

Related to Earnout Objection

  • Plan Objection Deadline means the date the Bankruptcy Court establishes as the deadline to File an objection to Confirmation of the Plan.

  • 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.

  • Objection Period has the meaning set forth in Section 2.4(d).

  • Claims Objection Deadline means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of the deadline to object to Claims or Interests.

  • Cost objective means a function, organizational subdivision, contract, grant, or other activity for which cost data are needed and for which costs are incurred.

  • Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Notice of Objection has the meaning set forth in Section 2.4(c).

  • Statement of Objections has the meaning set forth in Section 2.04(c)(ii).

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

  • Objection Date means the date by which Settlement Class Members must mail their objection to the settlement for that objection to be effective. The postmark date shall constitute evidence of the date of mailing for these purposes.

  • aircraft objects means airframes, aircraft engines and helicopters;

  • Plan Objective means the objective of securing the return described in the brochure to which these Terms and Conditions are attached.

  • Claims Objection Bar Date means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

  • Objection Deadline means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections, if any, to the Settlement to be able to object to the Settlement. The Objection Deadline shall be no later than 30 days before the Final Approval Hearing.

  • Material Objection Notice has the meaning set forth in Section 4.2 of this Agreement.

  • 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;

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Objections means any objection, application, motion, complaint or any other legal proceeding seeking, in whole or in part, to disallow, determine, liquidate, classify, reclassify, or establish the priority, expunge, subordinate or estimate any Claim (including the resolution of any request for payment of any Administrative Claim).

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

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

  • Pre-Closing Straddle Period means the portion of any Straddle Period ending on the Closing Date.

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

  • Review Period has the meaning set forth in Section 2.04(c)(i).

  • relevant and reasoned objection means an objection to a draft decision as to whether there is an infringement of this Regulation, or whether envisaged action in relation to the controller or processor complies with this Regulation, which clearly demonstrates the significance of the risks posed by the draft decision as regards the fundamental rights and freedoms of data subjects and, where applicable, the free flow of personal data within the Union;