Determination of Final Unutilized Capacity Sample Clauses

Determination of Final Unutilized Capacity. Within 120 days following the Closing Date, Buyer shall provide to the Sellers a statement setting forth Buyer’s calculation of the Unutilized Capacity under the Satellite Agreements, as of the Closing Date (the “Draft Final Unutilized Capacity Statement”). The Sellers shall deliver, on or prior to the date that is ten (10) Business Days after its receipt of the Draft Final Unutilized Capacity Statement (the “Capacity Objection Deadline Date”), a written notice indicating that either the Sellers accept the Draft Final Unutilized Capacity Statement (the “Capacity Acceptance Notice”) or a detailed statement describing all objections to the Draft Final Unutilized Capacity Statement (the “Capacity Objection Notice”). If the Sellers deliver an Objection Notice by the Capacity Objection Deadline Date, such objections shall be resolved as follows: (i) Buyer and the Sellers shall first use all reasonable efforts to resolve such objections. (ii) If Buyer and the Sellers do not reach a resolution of all objections set forth in the Capacity Objection Notice within twenty (20) Business Days after the Capacity Objection Deadline Date, the dispute shall be referred, on the application of either Buyer or the Sellers, to the Accounting Firm to resolve any remaining objections set forth in the Capacity Objection Notice (the “Unresolved Capacity Objections”). Each of Buyer and the Sellers shall promptly, but in no event later than ten (10) Business Days following the referral of the Unresolved Capacity Objections to the Accounting Firm, prepare a written statement describing their respective positions with respect to the Unresolved Capacity Objections, which, together with the relevant documents, will be submitted to the Accounting Firm for review and final determination. Following submission of any Unresolved Capacity Objections to the Accounting Firm, Buyer and the Sellers shall furnish the Accounting Firm with such information and documents as the Accounting Firm may reasonably request in order to resolve the Unresolved Capacity Objections. (iii) Within thirty (30) days after the date of its engagement, the Accounting Firm shall make a determination as to the resolution of the Unresolved Capacity Objections and shall issue a ruling of such resolution, which shall include an illustration of all adjustments to the Draft Final Unutilized Capacity Statement based on any resolutions to objections agreed upon by Buyer and the Sellers and pursuant to the Accounting Firm’s resol...
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Related to Determination of Final Unutilized Capacity

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