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, Xxxxxx and Falconbridge are deemed to have made the following initial Expenditures:
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. On the date that the Joint Venture is formed as a result of the exercise of the Option, Xxxxx 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. Subject to the post-closing adjustment pursuant to section 2.1.2, the initial purchase price of the Assets (the "Initial Purchase Price") shall be $2,500,000.00, reduced by:
(a) $465,856.40, being the principal amount advanced by Buyer to Seller pursuant to that certain Loan and Security Agreement dated as of September 25, 2000, between Buyer and Seller;
(b) an amount equal to all interest on such principal amount accrued as of the Closing Date; and
(c) the aggregate amount of the Excluded Assets as of the Closing Date.
Initial Calculation. On the date that the Joint Venture is formed, North Bay and Silver Quest are deemed to have the following Joint Venture Interests: Deemed Expenditures: $500,000 $1,500,000 Joint Venture Interest 25% 75%
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. 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%
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. 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%
