Initial Calculation Clause Samples

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 Option, AMCOR and Archean Star are deemed to have the following Joint Venture Interests: Deemed Expenditures: $420,000 $2,100,000 Joint Venture Interest 20% 80%

Initial Calculation. On the date that the Joint Venture is formed as a result of the exercise of the Option, TXR and ASX are deemed to have the following Joint Venture Interests: Deemed Expenditures: $ 333,333 $ 500,000 Joint Venture Interest 40 % 60 %

Initial Calculation. As soon as practical (and in no event later than forty-five (45) days after the Closing Date), Purchaser shall prepare and deliver to Seller a balance sheet of the Business as of the Closing Date, setting forth the Closing Balance Sheet and Purchaser’s calculation of the Closing Net Current Assets, determined in accordance with Section 3.2(a) (together, the “Initial Calculation”), including such schedules and data with respect to the determination of the Closing Net Current Assets as may be appropriate to support such Initial Calculation.

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, OAKLEY 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. (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"). (b) If the Investor has any objections to the Initial Calculation (or any component thereof), it shall deliver a written statement describing its objections in reasonable detail to the Company not later than two (2) Business Days after its receipt of the Initial Calculation. The Company and the Investor shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within five (5) Business Days after receipt by the Company of the Investor's written objections, the Investor and the Company shall submit the issue to an auditor (the "Auditor") for resolution. The Auditor shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Auditor or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, the parties shall have ten (10) Business Days from the time of such submission to agree on a substitute Auditor. Failing timely agreement, on the request of either party, the American Arbitration Association shall designate a national accounting firm to serve as the Auditor. If issues in dispute are submitted to the Auditor for resolution, each party shall furnish to the Auditor such work papers and other documents and information relating to the disputed issues as the Auditor may request, and shall be afforded the opportunity to present to the Auditor any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Auditor. The Auditor shall be instructed in performing the review that the Investor and the Company shall each be provided with copies of any and all correspondence and drafts exchanged between any party and the Auditor. The Investor and the Company shall be granted reasonable access to information contained in the documents made available to the Auditor by the other party, provided that any information contained in the documents shall be subject to the terms of the Confidentiality Agreement. (c) The Auditor shall d...

Initial Calculation. On the date that the Joint Venture is formed as a result of the exercise of the Option, ▇▇▇▇▇ and Endeavour are deemed to have the following Joint Venture Interests: Deemed Expenditures: $ 750,000 $ 2,250,000 Joint Venture Interest 25 % 75 %

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. On the date that the Joint Venture is formed, Uranerz and Triex are deemed to have the following Joint Venture Interests: (a) if Triex has exercised the first Option: Deemed Expenditures: $1,000,000 $1,500,000 Joint Venture Interest 40% 60% (b) if Triex has exercised the Second Option: Deemed Expenditures: $1,285,714.29 $3,000,000 Joint Venture Interest 30% 70%