Examples of Earnout Objections Statement in a sentence
The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earnout Report or any more favorable to the Representative than is proposed in the Earnout Objections Statement.
If the Representative delivers an Earnout Objections Statement within such thirty (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants.
If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day period, then the calculation of the Net Sales and the resulting Earnout Amount set forth in the Earnout Report shall become final and binding on all Parties.
Any objection not specified in the Earnout Objections Statement shall be deemed waived by Seller for purposes of determining the Earnout Amount and without limiting any other right of Seller under this Agreement.
If Seller delivers an Earnout Objections Statement within such forty-five (45) day period, then Seller and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Buyer has received the Earnout Objections Statement, any remaining items and amounts set forth in the Earnout Objections Statement which remain in dispute will be resolved by the Accountants pursuant to a joint engagement by Buyer and Seller.
The costs, expenses and fees of the Accountants shall be borne by Buyer, on the one hand, and Seller, on the other hand, in inverse proportion to the difference from the final Earnout Amount (as determined by the Accountants) and the Earnout Amount as calculated by Buyer and Seller in the Earnout Report and Earnout Objections Statement, respectively.
If the Seller fails to deliver an Earnout Objections Statement within such thirty (30)-day period, then the calculation of 2020 EBITDA or 2021 EBITDA, as applicable, and the resulting Earnout Amount, if any, set forth in the Earnout Report shall become final, binding and conclusive on all parties hereto.
If the Seller delivers an Earnout Objections Statement within such thirty (30)-day period, then the Seller and the Purchaser shall attempt promptly to resolve such disagreement in good faith.
If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day period, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds set forth in the Earnout Report shall become final and binding on all Parties.
If a final resolution is not obtained within thirty (30) days after the Seller has submitted the Earnout Objections Statement, any remaining matters which are in dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by the Accounting Referee.