Earnout Objection definition
Examples of Earnout Objection in a sentence
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.
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”).
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.
If no Earnout Objection Notice has been sent by the Seller Representative within such thirty (30) Business Day period, then such Earnout Statement shall be deemed final.
The failure of the Seller to deliver an Earnout Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by the Seller of the Earnout EBITDA and the amount of Earnout Consideration set forth in the Earnout Notice whereupon such amounts shall be final, binding and conclusive for all purposes hereunder.
The Reviewing Accountant shall promptly (and in any event within thirty (30) days following its engagement) determine the resolution of such remaining disputed matters, which resolution shall not be outside of the range set forth by Purchaser in the Earnout Statement and the Seller Representative in the Earnout Objection Notice.
If, within seven days of the date of receipt by Buyer of the Earnout Objection Notice, Buyer and Sellers’ Representative are unable to reach an such agreement, they shall promptly thereafter submit the dispute to independent accountants of nationally recognized standing reasonably satisfactory to both Buyer and Sellers’ Representative (the “Auditor”), who shall resolve finally and exclusively any such dispute.
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.
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.