Common use of Post-Closing Consideration Clause in Contracts

Post-Closing Consideration. (a) In addition to the Closing Payment, DSI will be entitled to additional consideration (the “Post Closing Consideration”) on the terms and conditions set forth in this Section 3.4 and in Schedule 3.4. For the avoidance of doubt, any Post Closing Consideration due under this Section 3.4 will be payable to DSI, and no portion of the Post Closing Consideration will be payable to DSI Limited. (b) No later than 60 days after the end of the 2017 calendar year, Buyers will deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the 2017 Fee Revenue (as defined in Schedule 3.4). Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of 2017 Fee Revenue. Unless the Continuing Shareholders dispute Buyers’ determination of the 2017 Fee Revenue in writing within 30 days after Buyers’ calculation is delivered, Buyers’ calculation will be conclusive and binding on all of the Parties and may not be later disputed pursuant to Section 3.4(d). If the Continuing Shareholders timely dispute Buyers’ calculation of 2017 Fee Revenue, Buyers and the Continuing Shareholders will endeavor in good faith to resolve such dispute as promptly as practicable. Any such dispute that is not resolved prior to the time that Buyers deliver the calculation required by this Section 3.4 may be included by the Continuing Shareholders in a Dispute Notice, in which case it will be resolved under the procedures set forth in Sections 3.4(d) and 3.3(b) of the Agreement. (c) No later than 60 days after the end of the 2018 calendar year, Buyers will prepare and deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the amount, if any, of Post Closing Consideration payable by Buyers. Unless the Continuing Shareholders dispute Buyers’ determination of the Post Closing Consideration in accordance with the provisions of Section 3.4(d), Buyers’ determination will be conclusive and binding upon all Parties, absent manifest error. Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of Post Closing Consideration. (d) In the event that the Continuing Shareholders dispute the calculation of the Post Closing Consideration, the Continuing Shareholders will notify Buyers in writing by delivery of a notice (a “Dispute Notice”) within 30 days after delivery of Buyers’ calculation of the Post Closing Consideration, which Dispute Notice will set forth in reasonable detail the basis for such dispute. Any such dispute will be resolved under the procedures set forth in Section 3.3(b). If the Continuing Shareholders do not deliver a Dispute Notice within 30 days after delivery of Buyer’s calculations, within 10 days after expiration of such 30 day period, or, if such a notice is timely delivered, within 10 days of the resolution of any such dispute, Buyers will pay DSI any Post Closing Consideration that is owed to DSI. Subject to Schedule 3.4, such Post Closing Consideration will be delivered by Buyers by wire transfers of immediately available funds to an account or accounts designated in writing by DSI. (e) Buyers will not knowingly interfere with, or intentionally take any action, the primary purpose of which is to materially impair or adversely diminish the Post Closing Consideration. (f) Buyers may elect to set-off against all or a portion of any Post Closing Consideration payable to DSI any amount owed by the Continuing Shareholders to the Buyer Parties with respect to the indemnification obligations set forth in Article 10.

Post-Closing Consideration. (a) In addition to the Closing Payment, DSI will be entitled to Seller may receive additional consideration (the “Post Closing Consideration”) on the terms and conditions set forth in this Section 3.4 and in Schedule 3.4. For the avoidance of doubt, any Post Closing Consideration due under this Section 3.4 will be payable to DSI, and no portion of the Post Closing Consideration will be payable to DSI Limited. (b) No later than 60 120 days after the end of the 2017 calendar yeareach Revenue Year, Buyers will deliver to the Continuing Shareholders a calculation, together with reasonable supporting documentation, of the 2017 Fee Revenue (as defined in Schedule 3.4). Buyers will make available to the Continuing Shareholders all books and records maintained by Buyers as the Continuing Shareholders may reasonably require in order for the Continuing Shareholders to review and confirm Buyers’ calculation of 2017 Fee Revenue. Unless the Continuing Shareholders dispute Buyers’ determination of the 2017 Fee Revenue in writing within 30 days after Buyers’ calculation is delivered, Buyers’ calculation will be conclusive and binding on all of the Parties and may not be later disputed pursuant to Section 3.4(d). If the Continuing Shareholders timely dispute Buyers’ calculation of 2017 Fee Revenue, Buyers and the Continuing Shareholders will endeavor in good faith to resolve such dispute as promptly as practicable. Any such dispute that is not resolved prior to the time that Buyers deliver the calculation required by this Section 3.4 may be included by the Continuing Shareholders in a Dispute Notice, in which case it will be resolved under the procedures set forth in Sections 3.4(d) and 3.3(b) of the Agreement. (c) No later than 60 days after the end of the 2018 calendar year, Buyers Buyer will prepare and deliver to the Continuing Shareholders Seller a calculation, together with reasonable supporting documentation, of the amount, if any, of Post Closing Consideration payable by BuyersBuyer. Unless the Continuing Shareholders dispute Buyers’ Seller disputes Buyer’s determination of the Post Closing Consideration in accordance with the provisions of Section 3.4(d3.4(c), Buyers’ Buyer’s determination will be conclusive and binding upon all of the Parties, absent manifest error. Buyers Buyer will make available to the Continuing Shareholders Seller all books and records maintained by Buyers Buyer as the Continuing Shareholders Seller may reasonably require in order for the Continuing Shareholders Seller to review and confirm Buyers’ Buyer’s calculation of Post Closing ConsiderationConsideration with respect to the applicable Revenue Year. (dc) In the event that the Continuing Shareholders dispute Seller disputes the calculation of the Post Closing Consideration, the Continuing Shareholders Seller will notify Buyers Buyer in writing by delivery of a notice (a “Dispute Notice”) within 30 days after delivery of Buyers’ the applicable Buyer calculation of the Post Closing Consideration, which Dispute Notice will set forth in reasonable detail the basis for such dispute. Any such dispute will be resolved under the procedures set forth in Section 3.3(b)) of this Agreement. If the Continuing Shareholders do Seller does not deliver a Dispute Notice within 30 days after delivery of Buyer’s calculations, within 10 days after expiration of such 30 day period, or, if such a notice is timely delivered, within 10 days of the resolution of any such dispute, Buyers Buyer will pay DSI Seller any Post Closing Consideration that is owed to DSISeller for the applicable Revenue Year. Subject to Schedule 3.4, such Post Closing Consideration will be delivered by Buyers Buyer by wire transfers of immediately available funds to an account or accounts designated in writing by DSISeller. (ed) Buyers will not knowingly interfere withIf the Holdback Amount has been exhausted or released to Seller pursuant to Section 10.6, or intentionally take any action, the primary purpose of which is to materially impair or adversely diminish the Post Closing Consideration. (f) Buyers then Buyer may elect to set-off against all or a portion of any Post Closing Consideration payable to DSI Seller any amount owed by the Continuing Shareholders to the Buyer Parties with respect to purchase price adjustment set forth in Section 3.3 or the indemnification obligations set forth in Article 10.