Common use of Initial Determination Clause in Contracts

Initial Determination. Within sixty (60) days after the Closing Date, the Purchaser will deliver to the Seller Representative a certificate (the “Closing Purchase Price Certificate”), executed by the Purchaser, setting forth the Purchaser’s calculation of (i) the Net Working Capital, including all data and information Seller may reasonably require to evaluate such determination and (ii) the Acquisition Consideration and the Closing Purchase Price based thereon.

Appears in 2 contracts

Samples: Asset Purchase Agreement (BOSTON OMAHA Corp), Asset Purchase Agreement (BOSTON OMAHA Corp)

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Initial Determination. Within sixty (60) days after the Closing Date, the Purchaser Buyer will prepare in good faith and deliver to the Seller Representative Members’ Agent a certificate (the “Closing Purchase Price Certificate”), ) executed by the Purchaser, Buyer setting forth the Purchaser’s calculation of (i) an itemized listing of the Net Closing Cash and the Closing Working Capital, including all data and information Seller may reasonably require to evaluate such determination and (ii) the Acquisition Consideration and Buyer’s calculation of the Closing Purchase Price based thereon.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Landauer Inc)

Initial Determination. Within sixty (60) 120 days after the Closing Date, the Purchaser will deliver to the Seller Representative a certificate (the “Closing Purchase Price Certificate”), executed by the Purchaser, setting forth the Purchaser’s calculation of (i) the Net Closing Working Capital, including all data the Unrecognized Revenue Amount, and information Seller may reasonably require to evaluate such determination the Assumed Indebtedness, and (ii) the Acquisition Consideration and the Closing Purchase Price based thereon.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (BOSTON OMAHA Corp)

Initial Determination. Within sixty (60) 90 days after the Closing Date, the Purchaser Buyer will prepare in good faith and deliver to the Seller Representative a certificate (the “Closing Purchase Price Certificate”), ) executed by the Purchaser, Buyer setting forth the Purchaser’s calculation of (i) an itemized listing of the Net Closing Cash and the Closing Working Capital, including all data and information Seller may reasonably require to evaluate such determination and (ii) based thereon, the Acquisition Consideration and Buyer’s calculation of the final Closing Purchase Price based thereonPrice, in each case prepared and determined in accordance with the procedures set forth on Schedule 1.3(a) and Schedule 1.3(b).

Appears in 1 contract

Samples: Securities Purchase Agreement (Neenah Paper Inc)

Initial Determination. Within sixty ninety (6090) days after the Closing Date, the Purchaser Buyer will prepare in good faith and deliver to the Seller Representative Agent a certificate (the “Closing Purchase Price Certificate”), ) executed by the Purchaser, Buyer setting forth the Purchaser’s calculation of (i) an itemized listing of Closing Cash, Closing Indebtedness and Closing Working Capital (collectively, the Net Working Capital“Closing Items”), including all data and information Seller may reasonably require to evaluate such determination and (ii) the Acquisition Consideration and Buyer’s calculation of the Closing final Purchase Price based thereonPrice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Henry Jack & Associates Inc)

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Initial Determination. Within sixty (60) 180 days after the Closing Date, the Purchaser will deliver to the Seller Representative a certificate (the “Closing Cash Purchase Price Certificate”), executed by the Purchaser, Purchaser setting forth the Purchaser’s calculation of (i) the Net Closing Working Capital, including all data and information Seller may reasonably require to evaluate such determination and (ii) the Acquisition Consideration and the Closing Purchase Price based thereon.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Water Resources, Inc.)

Initial Determination. Within sixty (60) 60 days after the Closing Date, the Purchaser Buyer will prepare in good faith and deliver to the Seller Representative a certificate (the “Closing Purchase Price Certificate”), ) executed by the Purchaser, Buyer setting forth the Purchaser’s calculation of (i) an itemized listing of Closing Cash, Closing Indebtedness and the Net Closing Working Capital, including all data and information Seller may reasonably require to evaluate such determination and (ii) the Acquisition Consideration and Buyer’s calculation of the Closing Purchase Price based thereonPrice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hillenbrand, Inc.)

Initial Determination. Within sixty (60) 60 days after the Closing Date, the Purchaser Buyer will prepare in good faith and deliver to the Seller Representative a certificate (the “Closing Cash Purchase Price Certificate”), ) executed by the Purchaser, Buyer setting forth the Purchaser’s calculation of (i) an itemized listing of the Net Closing Cash, Closing Indebtedness and Closing Working Capital, including all data and information Seller may reasonably require to evaluate such determination and (ii) the Acquisition Consideration and Buyer’s calculation of the Closing final Cash Purchase Price based thereonPrice.

Appears in 1 contract

Samples: Securities Purchase Agreement (TreeHouse Foods, Inc.)

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