Common use of Initial Adjustment Certificate Clause in Contracts

Initial Adjustment Certificate. The Subscriber Estimate, the ------------------------------ EBS Adjustment Amount, if any, and the Current Items Amount shall be estimated in good faith by Seller, and set forth, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by a duly authorized representative of Seller and delivered, together with such supporting documentation as the Buyer may reasonably request, to Buyer not later than ten (10) days prior to the Closing. The Initial Adjustment Certificate, as agreed to by the parties, shall constitute the basis on which the EBS Adjustment Amount and the Current Items Amount are calculated for purposes of the Closing. In the event that any item reflected on the Initial Adjustment Certificate is in dispute as of the Closing Date, the disputed amount shall be deposited into an escrow account by the party to be charged and held by the Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement until the Final Adjustment is finally determined in accordance with the provisions of Section 2.7.2 below. -------------

Initial Adjustment Certificate. The Subscriber Estimate, ------------------------------ the ------------------------------ EBS Adjustment Amount, if any, and the Current Items Amount shall be estimated in good faith by Seller, and set forth, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by a duly authorized representative of Seller and delivered, together with such supporting documentation as the Buyer may reasonably request, to Buyer not later than ten (10) days prior to the Closing. The Initial Adjustment Certificate, as agreed to by the parties, shall constitute the basis on which the EBS Adjustment Amount and the Current Items Amount are calculated for purposes of the Closing. In the event that any item reflected on the Initial Adjustment Certificate is in dispute as of the Closing Date, the disputed amount shall be deposited into an escrow account by the party to be charged and held by the Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement until the Final Adjustment is finally determined in accordance with the provisions of Section 2.7.2 below. -------------