Initial Calculation. As soon as reasonably practicable following the Closing Date, but in no event later than ninety (90) calendar days thereafter, the Purchaser shall cause to be prepared and delivered to the Sellers’ Representative a certificate signed by an executive officer of the Purchaser setting forth the Purchaser’s good faith calculation (the “Initial Calculation”) of the Purchase Price, including the Purchaser’s calculations of (i) the Closing Working Capital (including each component item thereof calculated in accordance with GAAP and the manner of calculation reflected in Section 3.1 of the Disclosure Memorandum) and the amount by which such Closing Working Capital is greater than or less than the Estimated Closing Working Capital set forth on the Estimated Closing Statement, together with such schedules and data with respect to the determination of the Closing Working Capital as may be appropriate to support such calculation of Closing Working Capital, (ii) the Closing Indebtedness and the amount by which such Closing Indebtedness is greater than or less than the Estimated Closing Indebtedness set forth on the Estimated Closing Statement, together with such schedules and data with respect to the determination of the Closing Indebtedness as may be appropriate to support such calculation of the Closing Indebtedness, (iii) the Transaction Fees and any differences between this amount and the amount of Transaction Fees included on the Estimated Closing Statement and paid at the Closing, and (iv) any adjustment required to be made to the Closing Purchase Price, if any, resulting from the foregoing calculations (the adjustment determined in accordance with this Section 4.1(a), the “Closing Adjustment”). The Initial Calculation shall be determined in accordance with GAAP and the manner of calculation reflected in Section 3.1 of the Disclosure Memorandum and shall not include any changes in assets or liabilities of the Company as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby. The Purchaser agrees that, following the Closing and through the Determination Date, (A) Purchaser shall not, and shall cause the Company not to, take any actions with respect to any accounting books, Records, policies or procedures on which the Closing Adjustment is to be based or derived that would impede, delay, or change the determination of the Closing Adjustment in the manner and utilizing the methods required by th...
Initial Calculation. On the date that the Joint Venture is formed as a result of the exercise of the Initial Option, OAKLEY and CRR will be deemed to have the following Joint Venture Interests: OAKLEY CRR Deemed Expenditures: $110,495 $135,495 Joint Venture Interest: 45% 55% In the event that OAKLEY exercises the Second Option, XXXXXX and CRR will be deemed to have the following Joint Venture Interests effective as of the date of such exercise: OAKLEY CRR Deemed Expenditures: $160,495 $160,495 Joint Venture Interest: 50% 50%
Initial Calculation. Within 30 calendar days after the Closing Date, Seller shall provide a post-closing balance sheet, prepared on the basis as provided in Section 1.4(b)(i) above, and a calculation of the Purchase Price ("Seller's Calculation"). Buyer shall have 30 calendar days following its receipt of Seller's Calculation (the "Review Period") to review the same for compliance with Section 1.4(b)(i). If Buyer objects to Seller's Calculation on or before the expiration of the Review Period, Buyer shall deliver to Seller a written statement itemizing Buyer's objections to Seller's Calculation. If no such statement is delivered by Buyer to Seller within the Review Period, Buyer shall be conclusively deemed to have accepted Seller's Calculation as establishing the Purchase Price.
Initial Calculation. As promptly as practicable (and in no event later than 45 days after the Closing Date), Seller shall prepare and deliver to Buyer a closing balance sheet for Seller as of the Closing Date (the “Closing Date Balance Sheet”), and, based upon the Closing Date Balance Sheet, Buyer’s calculation of the Net Working Capital of Seller as of the Closing Date (the “Initial Calculation”). The Closing Date Balance Sheet shall be prepared in a manner consistent with past practice and using such assumptions and procedures as was used for the preparation of the October 31, 2008 Balance Sheet so long as they were in accordance with GAAP. A copy of the October 31, 2008 Balance Sheet is attached hereto as Exhibit B. For purposes of this Agreement, the “Closing Net Working Capital” means the actual Net Working Capital of Seller as of the Closing Date as finally determined in accordance with this Section 2(f). The Initial Calculation shall be on the same basis, using the same accounting policies and procedures and shall be consistent with the Closing Date Balance Sheet, and the Initial Calculation shall include reasonable supporting detail.
Initial Calculation. (a) No later than two (2) Business Days after the Condition Satisfaction Date, the Company shall prepare and deliver to the Investor a schedule setting forth in reasonable detail the calculation of (i) EBITDA and Adjusted EBITDA for the EBITDA Period and (ii) Working Capital as of the Working Capital Date (collectively, the "Initial Calculation").