Examples of Earnout Year in a sentence
In respect of each Initial Earnout Year, Sellers shall irrevocably release or cause the irrevocable release of 25% of the Pledge Shares immediately upon (i) if any Buyer Earnout Payment for such Initial Earnout Year is payable pursuant to this Exhibit A, receipt by the Sellers’ Representative of such Buyer Earnout Payment; and (ii) otherwise, determination of the amount of the applicable Net Profit for such Initial Earnout Year pursuant to Section 5.
As promptly as practicable, but no later than 120 days after the last day of each Initial Earnout Year or the Extended Earnout Year during the Earnout Period, as applicable, Buyer will cause to be prepared and delivered to Sellers’ Representative a written statement (the “Earnout Notice”) setting forth in reasonable detail its determination of the Net Profit for the applicable Initial Earnout Year or the Extended Earnout Year, as applicable.
Sellers shall ensure that the Net Profit for each Initial Earnout Year and each Extended Earnout Year calculated pursuant to the then effective IFRS is a positive figure.
No later than ninety (90) days after the end of each Earnout Year, Buyers shall deliver to Sellers a copy Buyers’ calculation of (i) the Actual Revenue for such Earnout Year and (ii) any Earnout Payment due to Sellers for such Earnout Year (collectively, the “Earnout Statement”).
The Parent and the Seller shall cause the NAJV Board to provide each of the Parent and the Seller, no later than 90 days after the end of each Earnout Year, a report (an “Accounting Report”) setting forth in reasonable detail, along with all applicable worksheets, the NAJV Board’s computation of the EBITDA for such Earnout Year.