Examples of Earnout Review Period in a sentence
If Representative disputes the calculation of EBITDA for the Earn-out Period set forth in the Interim Earn-out Statement, Representative shall deliver, prior to the expiration of the Earn-out Review Period, written notice to Parent setting forth any objection of Representative to such Interim Earn-out Statement (an “Earn-out Statement of Objections”).
Unless the Representative delivers written notice to Parent on or prior to the end of the Earnout Review Period specifying in reasonable detail the amount, nature and basis of each disputed item, the Representative and the Company Members will be deemed to have accepted and agreed to the Earnout Statement, which shall then be final and binding upon all the parties.
If the Seller does not deliver a Dispute Notice during the Earnout Review Period, the Purchaser shall, within thirty (30) days after the end of each Earnout Period, pay the Seller the Earnout Gross Up Amount indicated in the Earnout Notice.
During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices.
If the Member delivers an Earnout Dispute Notice to Holdco prior to the expiration of the Earnout Review Period, then Holdco and the Member shall negotiate in good faith to reach agreement on any items disputed in the Earnout Dispute Notice within the thirty (30)-day period commencing upon the delivery to Holdco of the Earnout Dispute Notice.
If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties.
If the Sellers’ Representative delivers the Adjusted EBITDA Earnout Statement of Objections before the expiration of the Adjusted EBITDA Earnout Review Period, Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such dispute within thirty (30) days after the delivery of the Adjusted EBITDA Earnout Statement of Objections (the “Adjusted EBITDA Earnout Resolution Period”).
If Seller’s Representative fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto.
On or prior to the last day of the Earnout Review Period, Seller may object to the Earnout Calculation Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail (the “Statement of Earnout Calculation Objections”).
If the Sellers’ Representative fails to deliver the Adjusted EBITDA Earnout Statement of Objections before the expiration of the Adjusted EBITDA Earnout Review Period, the Adjusted EBITDA Earnout Payment as calculated by Buyer and set forth in the Adjusted EBITDA Earnout Statement shall be deemed final and to have been accepted by the Sellers’ Representative and the Seller Members.