Earnout Statement of Objections definition

Earnout Statement of Objections has the meaning set forth in Section 2.04(c)(ii).
Sample 1

Examples of Earnout Statement of Objections in a sentence

  • 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 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.

  • 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.

  • 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.

  • The Earnout Statement of Objections must describe in reasonable detail the items contained in the applicable Earnout Report that the Sellers dispute.

  • In resolving any such disagreement, the Arbitrator may only select the aggregate value claimed by the Purchaser in the Gross Margin Earnout Statement or by the Seller in the Gross Margin Earnout Statement of Objections.

  • If Sellers fail to deliver the Earnout Statement of Objections before the expiration of the Earnout Review Period, the Earnout Certificate for such Period and the amount of the Earnout Payments set forth in such Earnout Certificate shall be deemed to have been accepted by Sellers.

  • 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 delivers the Earnout Statement of Objections before the expiration of the Earnout Review Period, Buyer Parties and Seller Rep shall negotiate in good faith to resolve such dispute within thirty (30) days after the delivery of the Earnout Statement of Objections (the "Earnout Resolution Period"), and, if the same are so resolved within the Earnout Resolution Period, Buyer Parties shall pay such remaining Earnout Payment payable to Sellers as a result of the revised EBITDA amount.

  • 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.

Related to Earnout Statement of Objections

  • Statement of Objections has the meaning set forth in Section 2.04(c)(ii).

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

  • Notice of Objection has the meaning set forth in Section 2.4(c).

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • 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).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Settlement Statement means a statement substantially in the form of Exhibit A to the 2014-A Servicing Supplement.

  • Final Payment Statement shall have the meaning set forth in Clause 19.13;

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Current state fiscal year means the state fiscal year for which a particular calculation is made.

  • Payment Statement As defined in Section 6.01 hereof.

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

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

  • Closing Statements has the meaning set forth in Section 3.3(b).

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

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • Interim Statements means the quarterly financial statement of any insurance company as required to be filed with the Department, together with all exhibits or schedules filed therewith, prepared in conformity with SAP. References to amounts on particular exhibits, schedules, lines, pages and columns of such interim statements are based on the formats promulgated by the NAIC for 2006 interim statements for the applicable type of insurance company. If such format is changed in future years so that different information is contained in such terms or they no longer exist, it is understood that the reference is to information consistent with that recorded in the referenced item in the 2006 interim statement of the insurance company.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

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

  • 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.

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

  • Notice of Disagreement has the meaning set forth in Section 2.4(c).

  • Review Period has the meaning set forth in Section 2.04(c)(i).