Upshot Business definition

Upshot Business means Seller's existing business of providing advertising, direct marketing, promotional marketing, brand strategy and identity, sports marketing and event marketing (specifically excluding any existing business of Acquiror and excluding any other businesses acquired or separately commenced by Acquiror after the Closing Date).
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Examples of Upshot Business in a sentence

  • If Seller so notifies Acquiror of its objection to the Upshot Business Financial Statements, Seller and Acquiror shall, within twenty (20) days following such notice, attempt to resolve their differences in good faith, and any resolution by them as to any disputed amounts shall be final, binding and conclusive.

  • In the event Net Revenue of the Upshot Business for the first full twelve calendar month period following the Closing Date equals or exceeds the Target Amount, Acquiror shall pay to Seller an amount equal to fifty percent (50%) of the amount by which Net Revenue exceeds the Target Amount in accordance with the terms of this Section 2.7, up to a maximum aggregate payment of Two Million Dollars ($2,000,000.00) pursuant to this sentence.

  • Acquiror and each of the Seller Parties agree to act in good faith during the Earnout Period relative to the Upshot Business and not to take actions that would be unfairly prejudicial or discriminatory to the Upshot Business for the purpose of adversely affecting Seller's interest in receiving an Earnout Payment.

  • Notwithstanding the foregoing, in the event a Change of Control of Acquiror occurs and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇'▇ responsibilities are expanded beyond the Upshot Business, then the maximum aggregate Earnout Payments that Acquiror will be required to make under this Section 2.7 will equal Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000.00).

  • Acquiror shall make its employees who are familiar with such matters, its independent outside accounting firm available to Seller and its representatives on a mutually convenient basis at reasonable times during normal business hours to provide an explanation of such materials and to provide such other information as Seller and its representatives may reasonably request in connection with its review of the Upshot Business Financial Statements.

  • The Upshot Business Financial Statements shall set forth the Net Revenue attributable to the Upshot Business on a client by client basis and shall specify the amount of each adjustment to Net Revenues contemplated by clauses (a)-( ) of Schedule 2.5(a).