Earnout Statement of Objections definition
Examples of Earnout Statement of Objections in a sentence
The Parties shall instruct the Arbitrator to consider only those items and amounts set forth in the Gross Margin Earnout Statement as to which the Seller has disagreed pursuant to the Gross Margin Earnout Statement of Objections and the Purchaser and the Seller have not resolved their disagreement.
If Seller Rep fails to deliver the Earnout Statement of Objections before the expiration of the Earnout Review Period, the Earnout Statement and the amount of the Earnout Payment, and the amount of Buyer Parent Shares issuable pursuant to this Section 1.3 based thereon shall be deemed final and to have been accepted by the Seller Rep and the Seller Parties.
If the Sellers fail to deliver an Earnout Statement of Objections with respect to an Earnout Report within such thirty (30) day period, then such Earnout Report shall automatically become final and binding on all parties.
If Buyer does not agree with the calculations set forth on the Earnout Statement of Objections, Buyer shall inform Seller within three (3) Business Days of the receipt of the Earnout Statement of Objections and Buyer and Seller shall use their commercially reasonable efforts to resolve such dispute within ten (10) days thereafter.
During the Earnout Review Period, Seller Rep's advisors and accountants shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer Parties to the extent that they relate to the Earnout Statement as Seller Rep and its accountants may reasonably request for the purpose of reviewing the Earnout Statement and to prepare an Earnout Statement of Objections, if any.
If Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Earnout Statement of Objections before expiration of the Earnout Resolution Period, then any amounts remaining in dispute (“Disputed Earnout Amounts”) shall be submitted for resolution to the Independent Accountant who, acting as experts and not arbitrators, shall resolve the Disputed Earnout Amounts only and make any adjustments to the Earnout Payments for such Period.
If Seller does not deliver an Earnout Statement of Objections to Buyer prior to the expiration of the Earnout Review Period, then the Interim Earnout Statement prepared and delivered by Buyer shall be deemed final.
The Independent Accountant shall decide only the specific items under dispute by the parties and their decision for each Disputed Earnout Amount must be within the range of values assigned to each such item in the Earnout Certificate and the Earnout Statement of Objections, respectively.
On or prior to the last day of the Earnout Review Period, Seller Rep may object to Buyer's calculation of the Earnout Statement by delivering to Buyer a written statement setting forth Seller Rep objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller Rep disagreement therewith (the "Earnout Statement of Objections").
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”).