Consultation on Calculations Sample Clauses

Consultation on Calculations. No later than the later of ten (10) Business Days prior to (x) the consummation of a Disposition and (y) the date on which a Disposition Payment under this Agreement is due, the Manager will prepare and furnish to the Independent Directors, a report detailing the calculation of the applicable Disposition Payment (the “Payment Report”). If the Independent Directors, in good faith and after consultation with legal and financial advisors as necessary or appropriate, asserts that the Payment Report does not accurately reflect the information and calculations required pursuant to this Agreement or that the underlying information used by the Manager to produce, or that is reflected on or subsumed in, the Payment Report is inaccurate or incomplete, then the Independent Directors shall notify the Manager not more than twenty (20) Business Days after the Independent Directors have received the applicable Payment Report from the Manager (provided that, for the avoidance of doubt, if the Independent Directors fail to notify the Manager in writing within such twenty (20) Business Day period, the Company shall be obligated to make the payment due on the twenty-first (21st) Business Day after the Independent Directors have received the applicable Payment Report from the Manager), and, in such event, the Company, the Independent Directors and the Manager shall consider the issues raised or in dispute and discuss such issues with each other and attempt to reach a mutually satisfactory agreement. Until the payment of any Disposition Fee with respect to a Disposition, the Company shall, on the date of the consummation of the applicable Disposition transaction (or, with respect to a Spin-Off, on the date that is five (5) trading days after the Manager makes its election contemplated by the last sentence of Section 3.1 and, in any event, no later than the thirtieth (30th) trading day after the consummation of the Spin-Off), place consideration equal to any unpaid Disposition Fee shown as due in the applicable Payment Report in escrow with a nationally recognized financial institution mutually agreed upon by the Manager and the Independent Directors pursuant to an escrow agreement on customary market terms (with such escrow agreement as reasonably acceptable to the Manager and the Independent Directors), with such amounts to be released to the Company or the Manager only upon determination of the Disposition Fee in accordance with this Section 3.7. Thereafter, the Independent ...