Earnout Report definition

Earnout Report has the meaning set forth in Section 3.6(b).
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Earnout Report has the meaning specified in Section 1.6 above.
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Earnout Report. Section 3.2(a)
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Examples of Earnout Report 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 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.

  • Notwithstanding the foregoing, upon written request of the Stockholders’ Agent, Parent shall provide the Stockholders’ Agent with a report reflecting the estimate of the Net Revenue to date (which estimate is subject to change in the preparation of the Earnout Report) as promptly as practicable thereafter; provided that the Stockholders’ Agent may only make such a request once every six months commencing on July 1, 2005.

  • If Seller disputes the Earnout Report within such thirty (30) day period, Buyer and Seller shall negotiate in good faith for a period of up to thirty (30) days in an effort to mutually agree upon the amount of the relevant Earnout payment.

  • 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.

  • In the event that Seller has any dispute with the Earnout Report, Seller shall notify Buyer in writing within thirty (30) days following receipt of the Earnout Report.

  • Sellers shall be deemed to have agreed with all other items and amounts contained in the Earn-out Report.

  • The amount of any earn-out payment shall be deemed to be finally determined upon the earliest of (i) Seller’s written acceptance of the Earnout Report; (ii) Seller’s failure to dispute the Earnout Report within the 30 day period set forth above; (iii) the mutual agreement of Buyer and Seller; or (iv) the Independent Accountant’s determination.

  • In connection with any Earnout Report, Buyer shall, upon request of Seller, promptly make available to Seller or its Representatives Buyer’s Records reasonably necessary to calculate the Earnout Base Revenues and reasonably cooperate with Seller and its Representatives in their review thereof for the purpose of determining the achievement of any earn-out milestones (including any determination of Earnout Base Revenues) or the amount of any earn-out payment that may be due.

  • Notwithstanding the foregoing, Seller shall have no right to review Buyer’s books and records in connection with any Earnout Report to the extent that such Earnout Report provides for payment of the maximum potential earn-out payment.


More Definitions of Earnout Report

Earnout Report has the meaning set forth in Section 2.8(e).
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Earnout Report has the meaning set forth in Section 2(f).
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Earnout Report shall have the meaning set forth in Section 3.3(b).
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Earnout Report shall have the meaning set forth in Section 1.8(c).
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Earnout Report as defined in Section 1.6(c)(i).
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Earnout Report shall have the meaning set forth in Section 1.12(b) (Earnout Consideration).
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Related to Earnout Report

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

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

  • Quarterly Financial Statements is defined in Section 6.2(a).

  • Target Financial Statements has the meaning set forth in Section 3.4.

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

  • GLJ Report means the independent engineering reserves evaluation of certain oil, NGL and natural gas interests of the Company prepared by GLJ dated February 11, 2022 and effective December 31, 2021.

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

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

  • Monthly Financial Statements is defined in Section 6.2(c).

  • MI Report means a report containing Management Information submitted to the Authority in accordance with Framework Schedule 8 (Management Information);

  • Most Recent Financial Statements has the meaning set forth in Section 4(g) below.

  • Audited financial report means and includes those items specified in Section 5 of this regulation.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Audited financial statement means a financial statement audited by an outside accounting firm.

  • Company Financial Statements has the meaning set forth in Section 3.6(a).

  • Current Financial Statements has the meaning given to such term in Section 5.9.

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

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • ESDM Report means the Emission Summary and Dispersion Modelling Report prepared in accordance with the Procedure Document by Envision Compliance and dated July 3, 2007 submitted in support of the application, and includes any amendments to the ESDM Report listed in Schedule A and all up-dated ESDM Reports prepared as required by the Documentation Requirements conditions of this Certificate.

  • Initial Financial Statements means, collectively, (a) the audited annual consolidated financial statements of the Borrower dated as of December 31, 2014 and (b) the unaudited quarterly consolidated financial statements of the Borrower dated as of September 30, 2015.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Year-End Financial Statements has the meaning set forth in Section 3.06.

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • Quarterly Statement means the quarterly statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar authority) to be used for filing quarterly statutory financial statements and shall contain the type of financial information permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.