Designated Contract Make-Whole Amounts Sample Clauses

Designated Contract Make-Whole Amounts. (a) At least three (3) Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer a written notice (the “Make-Whole Notice”) setting forth the Sellers’ good faith calculation of the Designated Contract Make-Whole Amount for each Excluded Designated Contract (with respect to each Excluded Designated Contract, the “Estimated Make-Whole Amount”). Buyer shall have two (2) Business Days after receipt of the Make-Whole Notice to dispute in good faith any Estimated Make-Whole Amount set forth in the Make-Whole Notice by delivering a written notice to the Sellers (a “Dispute Notice”) setting forth in reasonable detail its disagreement with the calculation of such Estimated Make-Whole Amount and Buyer’s calculation of the Designated Contract Make-Whole Amount for such Excluded Designated Contract (the “Closing Make-Whole Payment”); provided that if Buyer does not timely deliver a Dispute Notice with respect to any Estimated Make-Whole Amount such Estimated Make-whole Amount shall be deemed to be the Closing Make-Whole Payment for such Excluded Designated Contract. (b) At the Closing, Buyer shall deliver to the Sellers an amount in cash equal to the Closing Make-Whole Payment for each Excluded Designated Contract by wire transfer of immediately available funds to a bank account or bank accounts designated in writing by Seller Parent to the Buyer at least two (2) Business Days prior to the Closing Date. (c) If the Estimated Make-Whole Amount for any Excluded Designated Contract does not equal the Closing Make-Whole Payment for such Excluded Designated Contract (each, a “Disputed Make-Whole Amount”), the Parties shall submit each such Disputed Make-Whole Amount for resolution to a nationally recognized certified public accounting firm as may be mutually selected by Buyer and Seller Parent (such firm, the “Auditor”). Seller Parent and Buyer shall promptly provide their assertions regarding each unresolved Disputed Make-Whole Amount in writing to the Auditor and each other. The Auditor shall be instructed to render its determination with respect to each Disputed Make-Whole Amount as soon as reasonably possible (which the Parties agree shall be no later than 20 days following the date on which the Disputes are referred to the Auditor). The Auditor shall base its determination solely on (i) the written submissions of the Parties and shall not conduct an independent investigation and (ii) the extent (if any) to which each Disputed Make-Whole Amount req...
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Related to Designated Contract Make-Whole Amounts

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