Earnout Objection Notice definition

Earnout Objection Notice has the meaning set forth in Section 2.08(a)(ii).
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Earnout Objection Notice shall have the meaning set forth in Section 2.4.1 hereof.
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Earnout Objection Notice shall have the meaning set forth in Section 1.8(d).
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Examples of Earnout Objection Notice in a sentence

  • If Seller does not timely deliver an Earnout Objection Notice to Buyer or if Seller notifies Buyer that it has no objections, Buyer’s determination of the Earnout Eligible Product Revenue and Revenue Refund (if any) shall be final and binding on all parties.

  • Seller and Purchaser will use reasonable efforts to resolve any disagreements as to the calculations included in the Earnout Notice but if they do not agree to a final resolution with respect to any disagreement within thirty (30) days after Purchaser has received the Earnout Objection Notice, Seller, Parent and Purchaser will jointly retain an Independent Accounting Firm to resolve any remaining disagreements.

  • 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.

  • If an Earnout Objection Notice is timely delivered by Sellers’ Representative pursuant to Section 5(b), Buyer and Sellers’ Representative shall negotiate in good faith to agree upon the disputed items and/or amounts.

  • 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.

  • Any Earnout Objection Notice shall specify in reasonable detail the basis for the objections set forth therein.

  • 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.

  • 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.

  • 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.


More Definitions of Earnout Objection Notice

Earnout Objection Notice has the meaning set forth in Clause 7.3. Earnout Objection Notice Date has the meaning set forth in Clause 7.3.
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Earnout Objection Notice is defined in Section 2.5(b).
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Earnout Objection Notice has the meaning set forth in ‎Section 1.8(c)(ii) of this Agreement.
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Earnout Objection Notice as defined in Section 2.8(d)(i).
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Earnout Objection Notice has the meaning set forth in Section 1.6(c).
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Earnout Objection Notice has the meaning given such term in Section 3.5(f).
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Related to Earnout Objection Notice

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

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

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

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Rejection Notice has the meaning specified in Section 2.05(b)(v).

  • 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.

  • Acquisition Notice has the meaning set forth in Section 2.5(a).

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

  • 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;

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

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

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

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Allocation Notice shall have the meaning assigned to such term in Section 11.14(i) hereof.

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • Completion Notice means a notice issued by the Developer in accordance with clause 6.1.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Claims Objection Deadline means the deadline for objecting to a Claim against a Debtor, 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 fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

  • Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

  • Nomination Notice means all information and documents that a Nominating Stockholder is required to submit to the Secretary of the Corporation pursuant to Section 2.6(f).

  • Disagreement Notice has the meaning set forth in Section 2.2.3.1(b).

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

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

  • Transaction Notice means a written request of Seller to enter into a Transaction in a form attached as Exhibit C hereto or such other form as shall be mutually agreed upon between Seller and Purchaser, which is delivered to the Purchaser in accordance with Section 3(c) herein.

  • Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.

  • 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.