Examples of Earnout Payment Amount in a sentence
Within 10 business days after the date of determination of such Independent Accountant, Parent shall pay or cause to be paid to the Holders the Earnout Payment Amount, if any, in the manner set forth herein, subject to the right of offset provisions of Sections 2.4(a), (b) and (d).
If an Earnout Dispute Notice is not delivered pursuant to Section 2.4(c)(iii) below, then in no event later than 105 days following December 31, 2005, Parent shall pay or cause to be paid the Earnout Payment Amount in accordance with the terms of this Agreement, subject to the right of offset provisions of Sections 2.4(a), (b) and (d).
In event of a Change of Control of Parent as set forth herein, Parent shall make proper provisions so that the continuing or surviving corporation or entity shall assume the obligation to pay the Aggregate Earnout Payment Amount as set forth herein.
If the Stockholders’ Agent does not deliver to Parent an Earnout Dispute Notice (as defined below) as set forth in Section 2.4(c)(iii) below, then the Earnout Report for the Earnout Period shall be deemed final and binding and neither the Stockholders’ Agent nor the Holders shall have any further right to contest the report, the computation of Net Revenue or payment of the Earnout Payment Amount.
In the event that the Stockholders’ Agent does not pay the full amount of one-half of the Independent Accountant’s costs and expenses, Parent shall be entitled to deduct the difference between one-half of the costs and expenses of the Independent Accountant and the amount actually paid by the Stockholders’ Agent to the Independent Accountant from the Earnout Payment Amount.
Notwithstanding the foregoing, in the event that, Parent shall determine through the procedures and during the time periods set forth in Section 2.4(b) that any of the facts set forth in (i), (ii) or (iii) of the immediately preceding sentence are not true and accurate in all respects, then Parent shall be entitled to offset the amount of any final discrepancy against any Earnout Payment Amount required to be made under Section 2.4(c).
Upon final determination of the appropriate amount of the Earnout Consideration for such Earnout Period in accordance with this Section 2.5, the Buyer shall promptly pay and/or issue to Seller the amount of such Earnout Consideration less the Interim Earn-out Payment Amount previously paid and/or issued; provided, that at least forty percent (40%) of the aggregate amount of such Earnout Consideration shall be paid in immediately available funds.
After resolution of the dispute procedure described in Section 2(g)(ii), if the Earnout Payment calculated using the Earnout Performance determined by such dispute resolution process is greater than the Undisputed Earnout Payment, then Buyer shall be obligated to pay such difference to Seller (the "Adjusted Earnout Payment Amount").
If the Independent Accountant’s decision indicates that the Holders are not entitled to the disputed portion of the Earnout Payment Amount, then all reasonable costs and expenses incurred by Parent in connection with the dispute, including all costs and expenses of the Independent Accountant shall be deducted by Parent from the Earnout Payment Amount.
In the event that, thereafter, Parent shall determine through the procedures set forth in Section 2.4(b) that any of the foregoing facts are not true and accurate in all respects, then Parent shall be entitled to offset the amount of any final discrepancy against any Earnout Payment Amount required to be made under Section 2.4(c).