Earnout Statements definition

Earnout Statements shall have the meaning specified in Section 2.9.2 of the Agreement.

Earnout Statements means (i) the audited financial statements of the Company as of December 31 of each year during the Earnout Period, consisting of a balance sheet and related statements of operations, income and cash flows, prepared in accordance with GAAP and consistent with past practices, together with (ii) such additional detail and calculations as are necessary to calculate EBITDA for such year and for the entire Earnout Period and(iii) reasonable supporting documentation.

Earnout Statements means (i) the audited financial statements of the Company as of December 31 of each year during the Earnout Period, consisting of a balance sheet and related statements of operations, income and cash flows, prepared in accordance with GAAP and consistent with past practices, together with (ii) such additional detail and calculations as are necessary to calculate EBITDA for such year and for the entire Earnout Period and (iii) reasonable supporting documentation.

Examples of Earnout Statements in a sentence

• In addition, if the arbitrator determines that the amount of Revenue reported in the applicable Earnout Statement under dispute was underreported by Buyer by an amount in excess of 5% of the actual amount of Revenue during such Quarterly Earnout Period, then Seller shall be entitled to recover the fees and expenses of Seller's accountants retained in connection with the review of such Earnout Statement(s).

• The Earnout Statements will be final, conclusive and binding on the parties unless the Sellers’ Representative provides a written notice (an “Earnout Dispute Notice”) to Buyer no later than the twentieth (20th) Business Day after the delivery to the Sellers’ Representative of the applicable Earnout Statement.

• All Platform Approval Statements and Earnout Statements shall control absent manifest error.

• The Earn-out Statements shall be prepared in accordance with UK GAAP.

• PSP contributions and income not yet invested in the options selected by the participant due to the "transaction period" as defined by the Plan, are invested in cash with interest investments.

• The Buyer’s and Sellers’ Representative will instruct the Accounting Firm that it is to accept the calculations in the Earnout Statements except to the extent that they were not prepared in accordance with this Section 2.7 (including the definition of Receiver Revenue) or contain mathematical errors.

• Buyer and Sellers shall each pay their own expenses of preparing and analyzing the Earn-out Statements, and resolving objections thereto.

• Buyer shall prepare a statement of Adjusted EBITDA for each Annual Earn-out Period, including the Add-Backs (collectively, "Earn-out Statements").

• Parent, directly or through its representative, shall be entitled to inspect the Buyer's books and records relating to said Net Revenue and Earnout Statements for purposes of verifying the accuracy of the Earnout Statements delivered to it pursuant to 3.2(a) of this Agreement.

• The cost of preparing the Earn-out Statements shall be borne by Buyer.