Earnout Statement Sample Clauses
An Earnout Statement clause defines the process for preparing and delivering a financial statement that calculates the earnout payments due after a business acquisition. Typically, this clause outlines the timeline for the buyer to prepare the statement, the specific financial metrics to be included, and the method for notifying the seller. Its core function is to ensure transparency and provide a clear, agreed-upon method for determining post-closing payments, thereby reducing disputes over earnout calculations.
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Earnout Statement. (A) Not later than ten (10) Business Days following the end of the Performance Period, Subversive or its Representatives shall prepare and deliver to the Shareholders’ Representative a written statement (an “Earnout Statement”), setting forth Subversive’s calculation of the Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. Upon receipt of an Earnout Statement, the Shareholders’ Representative, its officers, managers, employees consultants, financial advisors, counsel, accountants, and other representatives and agents shall be provided with reasonable access to the financial books and records work papers, accountants and personnel of Subversive during business hours for the purpose of verifying the calculation of the foregoing and the Earnout Consideration, as applicable.
(B) Prior to the date which is thirty (30) days after receipt of an Earnout Statement by the Shareholders’ Representative (an “Earnout Protest Deadline”), the Shareholders’ Representative may deliver written notice to Subversive (an “Earnout Protest Notice”) setting forth any objections which the Shareholders’ Representative may have to the Earnout Statement; provided, however, that such 30-day period and Earnout Protest Deadline shall toll during any time that Subversive fails to comply with Section 2.04(b)(ii)(A). The sole permissible grounds for objection shall be that the Earnout Consideration set forth on the Earnout Statement was not calculated in accordance with its definition. The Earnout Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any. If an Earnout Protest Notice is not delivered prior to the Earnout Protest Deadline Total Capital, Capital Proceeds, Total Capital Shares, WIP, Price Earnout Consideration, if any, and Proceeds Earnout Consideration, if any, as set forth on such Earnout Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇▇▇▇ Shareholders. If an Earnout Protest Notice is delivered prior to the applicable Earnout Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative or the ▇▇▇...
Earnout Statement. Within ten (10) business days following the filing of Parent’s quarterly report on Form 10-Q with respect to each three-month quarter during the Earnout Period, Buyer shall prepare and deliver to Seller Representative a written statement (the “Earnout Statement”) setting forth, in reasonable detail and with reasonable supporting information, Buyer’s calculation of the Earnout EBITDA for the Earnout Period.
Earnout Statement. As soon as practicable following each Earnout Calculation Date, Buyer shall submit to Seller a statement showing each Closing Date Fund Investor and the AUM with respect to each such Closing Date Fund Investor as of each Earnout Calculation Date, substantially in the form attached hereto as Exhibit 2.7(b) (the “Earnout Statement”).
Earnout Statement. On or before the 60th day following the 12-month anniversary of the Closing Date, Acquiror shall: (i) prepare or cause to be prepared a statement (the “Earnout Statement”) setting forth (A) the Closing Date ARR, (B) the Anniversary ARR, (C) the Net Growth ARR and (D) the Earnout payable to the Company Holders (other than the Company Convertible Note Holders) that Acquiror believes is due in accordance with this Section 1.10(c); and (ii) deliver or cause to be delivered such Earnout Statement to the Company Holders’ Agent for and on behalf of the Company Holders (other than the Company Convertible Note Holders). The Earnout Statement shall be accompanied by work papers that back-up the conclusions set forth in the Earnout Statement. The Earnout Statement shall be certified as true, correct and complete by Acquiror’s Chief Financial Officer.
Earnout Statement. On or before seventy five (75) days from the last day of the EBITDA Multiple Amount calculation date, Buyer shall deliver to Seller a statement specifying the EBITDA and, based thereon, Buyer’s calculation of the Earnout, if any (the “First Earnout Statement”). Within the similar time frame following the EBITDA Multiple Amount calculation date for each of the four years thereafter, Buyer shall deliver to Seller a statement specifying the EBITDA Excess Amount and, based thereon, Buyer’s calculation of the Earnout, if any (such statements, together with the First Earnout Statement, are each referred to herein as an “Earnout Statement”).
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Earnout Statement. As promptly as practicable but in no event later than March 31, 2012, RSOL shall deliver to Company Agent a statement (the “Earnout Statement”), setting forth in reasonable detail RSOL’s good-faith calculation of Alteris Pre-Tax Income for the Earnout Period and Alteris Cash Flow for the Earnout Period, together with the separate stand alone audited consolidated financial statements of the Surviving Company and its Subsidiaries for the Earnout Period, prepared by the Company’s or RSOL’s auditors. From the date of this Agreement through the determination of the final adjustment of the Earnout Consideration in accordance with this Section 3.3, RSOL shall cause the Surviving Company to provide Company Agent and its accountants, lawyers and representatives with access, during normal business hours, upon reasonable request, to all relevant books and records of the Surviving Company and its Subsidiaries (including the right to make copies thereof) and to the premises and personnel of the Surviving Company and its Subsidiaries for the purpose of determining Alteris Pre-Tax Income and Alteris Cash Flow in accordance with this Section 3.3.
Earnout Statement. During the twelve (12) month period immediately following the Closing Date (the “Earnout Term”), the Buyer will maintain a record of all of the revenue the Company (and the Buyer if the Company is liquidated or merges into the Buyer) collects from the Yamaha Corporate Account relating to the Business products and services of the type sold by the Company prior to the Closing (the “Yamaha Post-Closing Revenue”). As soon as practicable, but not later than thirty (30) days following the Earnout Term, the Buyer shall prepare and deliver to the Sellers a statement (the “Yamaha Statement”) setting forth (i) the Yamaha Post-Closing Revenue and (ii) the amount of revenue collected from the Yamaha Corporate Account in the twelve (12) month period immediately prior to the Closing (the “Yamaha Prior Year Revenue”). The Sellers shall have ten (10) days to review the Yamaha Statement provided by the Buyer. If the Sellers do not notify the Buyer of the Sellers’ objection to the Yamaha Statement within such ten (10) day period, then the Sellers shall be deemed to have irrevocably approved the Yamaha Statement for purposes of this Section 2.7. If within the ten (10) day period, the Sellers dispute the amounts for the Yamaha Post-Closing Revenue and the Yamaha Prior Year Revenue, the parties shall resolve such dispute (including the sharing of costs) in the same manner as provided in Section 2.5(d).
Earnout Statement. Within thirty (30) calendar days following the end of each Quarterly Earnout Period, Parent shall prepare and deliver to the Equityholders’ Representative a statement (each, an “Earnout Statement” and the Earnout Statement delivered at the end of an Earnout Period, the “Year-End Earnout Statement”) of the Eligible Revenue and the Earnout Payment (if any) for such Quarterly Earnout Period and at the end of each Earnout Period, the aggregate Eligible Revenue and the Earnout Payment (if any) for the entirety of such Earnout Period. Notwithstanding the reporting requirement set forth in this Section 1.12(a), the parties hereto acknowledge and agree that if any Earnout Payment is earned, it shall only be paid in accordance with and at such times as set forth in Section 1.12(e).
Earnout Statement. Within ninety (90) days following the last day of each Annual Earnout Period, Buyer shall deliver a written statement (such statement being referred to herein as the “Annual Earnout Statement”) to Alliance which shall set forth (i) the Gross Margin for the Annual Earnout Period for the Proppant Business and (ii) the Annual Earnout Amount payable in connection with such Annual Earnout Period.