Examples of Milestone Statement in a sentence
In the event Seller delivers the Earn-Out Milestone Statement in accordance with clause (b) above, the review and dispute resolution procedures applicable to Seller with respect to the Earn-Out Milestone Statement and calculation of the Earn-Out Payment set forth in Section 2.5.3 shall apply mutatis mutandis to Buyer.
Subject to the last sentence of this Section 2.6.2, within ten (10) Business Days after the Earn-Out Payment and the corresponding Earn-Out Milestone Statement shall have been finally determined in accordance Confidential Treatment Requested by Outdoor Products Spinco Inc.
If the Shareholder Representative objects to the draft Milestone Statement or the draft Closing Statement (each a “Statement”) prepared pursuant to Section 2.7.2 or 2.8.2, respectively, the Shareholder Representative will give notice to the Purchaser no later than 30 days after delivery of the draft Statement.
If no such statement is timely delivered by the Seller to the Purchaser within the Milestone Payment Review Period or the Seller delivers a statement of no objection to the Purchaser, the Seller shall be conclusively deemed to have accepted the Milestone Statement.
The Purchaser shall, within [***] after providing the Sales Milestone Statement and upon receipt of the related invoice, pay to ProQR IV an amount equal to [***] of the Total Annual Net Sales for each Product (each, a Sales Earn-Out Payment) [***], in accordance with Clause 25 of this Agreement (the Sales Milestone).
If the Holder Representative believes that the Milestone Trigger has occurred, or that the Milestone Statement is inaccurate in whole or in part, then the Holder Representative shall deliver to Palladio written notice thereof (a “Milestone Dispute Notice”), in reasonable detail.
If the parties are not able to resolve their disagreement and objections with respect to the Milestone Statement within thirty (30) days after the Seller delivers its objection, then the issues in dispute will be submitted for resolution to an independent accounting firm (the “Independent Accountant”), which shall be jointly selected and engaged by the Seller and the Purchaser pursuant to an engagement letter in customary form which shall be executed by each of the parties.
No later than ten (10) Business Days after receiving a Milestone Notice, the Milestone Statement and Milestone Payment(s), the Rights Agent will then distribute the Milestone Payment(s) to the Holders as set forth in the Milestone Payment Statement in accordance with Section 2.04(b), in accordance with the Milestone Payment delivery information received by the Rights Agent pursuant to Section 5.01.
If the Securityholders’ Representative fails to deliver a Milestone Statement of Objections before the expiration of the Milestone Review Period for any Sales Milestone Statement, such applicable Sales Milestone Statement and Sales Milestone Payment, as the case may be, reflected in such Sales Milestone Statement shall be deemed to have been accepted by the Securityholders’ Representative.
Each Milestone Statement shall set forth in reasonable detail the determination of Milestone Revenue for the applicable Milestone Period.