Common use of Meeting to Resolve Proposed Adjustments Clause in Contracts

Meeting to Resolve Proposed Adjustments. If Seller delivers an Earn-Out Notice of Disagreement prior to the expiration of the Earn-Out Review Period in accordance with this Exhibit B, then the Buyer and Seller shall meet, confer in good faith, and exchange additional relevant information reasonably requested by the other Party regarding the computation of Actual EBITDA, Adjusted EBITDA and the Achieved EBITDA Earn-Out Value for a period of twenty (20) days following the delivery of the Earn-Out Notice of Disagreement to the Buyer. In the event the Buyer and Seller resolve any differences as to Actual EBITDA, Adjusted EBITDA and the Achieved EBITDA Earn-Out Value (the “Agreed Earn-Out Modifications”), Actual EBITDA, Adjusted EBITDA and the Achieved EBITDA Earn-Out Value set forth in the Preliminary EBITDA Earn-Out Statement, as adjusted by the Agreed Earn-Out Modifications, shall be final and binding as the Actual EBITDA, Adjusted EBITDA and the Achieved EBITDA Earn-Out Value for all purposes of the Agreement.

Meeting to Resolve Proposed Adjustments. If Seller delivers an Earn-Out Notice of Disagreement prior to the expiration of the applicable Earn-Out Review Period for a Measurement Period in accordance with this Exhibit BA, then the Buyer and Seller shall meet, confer in good faith, and exchange additional relevant information reasonably requested by the other Party regarding the computation of Actual EBITDA, Adjusted EBITDA the Net Sales and the resulting Achieved EBITDA Legacy Earn-Out Value and/or Achieved GammaTile Earn-Out Value for a period of twenty (20) 20 days following the delivery receipt by Buyer of the such Earn-Out Notice of Disagreement to the BuyerDisagreement. In the event the Buyer and Seller resolve any differences as to Actual EBITDA, Adjusted EBITDA and the Achieved EBITDA Legacy Earn-Out Value and/or Achieved GammaTile Earn-Out Value for such Measurement Period (the “Agreed Earn-Out Modifications”), Actual EBITDA, Adjusted EBITDA and the Achieved EBITDA Legacy Earn-Out Value and Achieved GammaTile Earn-Out Value set forth in the Preliminary EBITDA Earn-Out StatementStatement for such Measurement Period, as adjusted by the Agreed Earn-Out Modifications, shall be final and binding as the Actual EBITDA, Adjusted EBITDA Achieved Legacy Earn-Out Value and the Achieved EBITDA GammaTile Earn-Out Value for all purposes of the AgreementAgreement for such Measurement Period.