Calculation of Contingent MGIC/Radian Class A Units Purchase Price Sample Clauses

Calculation of Contingent MGIC/Radian Class A Units Purchase Price. Within 45 days after the Measurement Date, Purchaser shall prepare an estimate of the Items for the taxable year in which the Measurement Date occurs giving effect, if applicable, to Section 2.2.(a)(ii)(D)(vi) (such estimate is herein referred to as the “Estimate”) and deliver it to the Sellers. Using the Estimate, within 15 days thereafter, Purchaser, on the one hand, and the Sellers, on the other hand, shall calculate the Contingent MGIC/Radian Class A Units Purchase Price and shall deliver the calculation to the other(s) with reasonable supporting detail to enable the other(s) to review the calculation (the “Contingent MGIC/Radian Class A Units Purchase Price Calculations”). Unless both calculations result in the same Contingent MGIC/Radian Class A Units Purchase Price, Purchaser and the Sellers shall discuss any differences in the calculations and any issues relating thereto (a “Computation Dispute”) in good faith and each shall use its best efforts to resolve such Computation Disputes. Except when the disagreement of the parties relates to (i) the value of the MGIC/Radian Purchased Class A Units under Section 2.2.(a)(ii)(C)(iii)(2), (ii) the value of any remaining assets under Section 2.2.(a)(ii)(C)(iii)(1) that constitute a business at the Measurement Date, (iii) the value of any remaining assets of S▇▇▇▇▇▇ that do not constitute a business at the Measurement Date, (iv) the value of any non-cash property the distribution of which is taken into account under Section 2.2.(a)(ii)(C)(i) in determining the Cash Inflows, or (v) the value of arrangements made with direct or indirect holders of interests in S▇▇▇▇▇▇, as provided in Section 2.2.(a)(ii)(F)(iv) (any dispute relating to an item referred to under the foregoing clauses (i) to (v), a “Valuation Dispute”), the parties shall have 45 days after delivery of the Contingent MGIC/Radian Class A Units Purchase Price Calculations to resolve any Computation Dispute relating to the Contingent MGIC/Radian Class A Units Purchase Price Calculations. Any such Computation Dispute not resolved within this 45-day period shall be resolved pursuant to Section 12.7.