Original Issue Discount Calculation Clause Samples

Original Issue Discount Calculation. To the extent that it is applicable, the Purchaser and the Company shall use reasonable efforts to determine a mutually acceptable original issue discount calculation for the Warrant promptly after Closing. If they are not able to agree, then within ninety (90) days following the Closing Date the Company shall prepare a calculation of the original issue discount attributable to the issuance of the Warrant to the Purchaser, and deliver it to the Purchaser together with supporting statements. The Purchaser shall have thirty (30) days to review the Company’s calculation and if the Purchaser disagrees with the calculation, the Purchaser shall submit its own calculation, together with supporting statements, to the Company. If the parties cannot agree within one hundred and fifty (150) days of the Closing Date on the original issue discount calculation, then the parties agree that the original issue discount shall be determined as set forth in this paragraph by an independent accounting firm mutually acceptable to both the Purchaser and the Company. The independent accounting firm shall select either the Company’ original calculation or the Purchaser’s calculation, and not make a new calculation of original issue discount. Each party agrees to sign any reasonable engagement letter requested by the independent accounting firm related to its determination. The determination of original issue discount in accordance with this Section 4 shall be used by each party hereto in all income tax filings. All fees and expenses of third parties related to the determination of original issue discount shall be paid by the Company.