Common use of Due Diligence and Adjustment Mechanism Clause in Contracts

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GM’s advisors, if any (collectively, the “Determination Materials”). The Committee shall have 30 days from receipt of the Determination Materials from GM to submit to GM a written request for an Independent Attestation of a determination(s) by GM listed in Section 13.A(i), (ii) and (iii) of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GM. GM shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM with regard to a determination(s) listed in Section 13.A(i), (ii) and (iii) of this Settlement Agreement shall be final and binding on GM, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM listed in Section 13.A(i), (ii) and (iii) of this Settlement Agreement The Independent Attestation shall be final and binding on GM, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM Ford shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM Ford with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GMFord’s advisors, if any (collectively, the “Determination Materials”). The Committee shall have 30 days from receipt of the Determination Materials from GM Ford to submit to GM Ford a written request for an Independent Attestation of a determination(s) by GM Ford listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GMFord. GM Ford shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 30-day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM Ford with regard to a determination(s) listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement shall be final and binding on GMFord, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM Ford shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM Ford listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement Agreement. The Independent Attestation shall be final and binding on GMFord, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM Newco shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM Newco with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GMNewco’s advisors, if any (collectively, the “Determination Materials”). The Committee shall have 30 days from receipt of the Determination Materials from GM Newco to submit to GM Newco a written request for an Independent Attestation of a determination(s) by GM Newco listed in Section 13.A(i10.A(i), (ii) A(ii), and (iiiA(iii) of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GMNewco. GM Newco shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 30-day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM Newco with regard to a determination(s) listed in Section 13.A(i10A(i), (ii) A(ii), and (iiiA(iii) of this Settlement Agreement shall be final and binding on GMNewco, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM Newco shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM Newco listed in Section 13.A(i), (ii10.A(i) and (iiiA(iii) of this Settlement Agreement Agreement. The Independent Attestation shall be final and binding on GMNewco, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM New Co shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GMNew Co’s advisors, if any (collectively, the “Determination Materials”). The Committee shall have 30 days from receipt of the Determination Materials from GM New Co to submit to GM New Co a written request for an Independent Attestation of a determination(s) by GM listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GM. GM New Co. New Co shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM with regard to a determination(s) listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement shall be final and binding on GMNew Co, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM New Co shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement Agreement. The Independent Attestation shall be final and binding on GMNew Co, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM Ford shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM Ford with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GMFord’s advisors, if any (collectively, the “Determination Materials”). The Committee shall have 30 days from receipt of the Determination Materials from GM Ford to submit to GM Ford a written request for an Independent Attestation of a determination(s) by GM Ford listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GMFord. GM Ford shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 30-day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM Ford with regard to a determination(s) listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement shall be final and binding on GMFord, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM Ford shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM Ford listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement Agreement. The Independent Attestation shall be final and binding on GMFord, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.. C.

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM [New Co] shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GM[New Co]’s advisors, if any (collectively, the “Determination Materials”). The Committee shall have 30 days from receipt of the Determination Materials from GM [New Co] to submit to GM [New Co] a written request for an Independent Attestation of a determination(s) by GM listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GM[New Co]. GM [New Co] shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM with regard to a determination(s) listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement shall be final and binding on GM[New Co], the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM [New Co] shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM listed in Section 13.A(i), (ii) and (iii) 13.A of this Settlement Agreement Agreement. The Independent Attestation shall be final and binding on GM[New Co], the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.

Due Diligence and Adjustment Mechanism. In connection with any Adjustment Event, GM Newco shall deliver, as soon as practicable, to the Committee (or the UAW prior to establishment of the Committee) information in reasonable detail about the determinations made by GM Newco with regard to such Adjustment Event and the work papers, underlying calculations and other documents and materials on which such determinations are based, including non-privileged materials from GM’s Newco's advisors, if any (collectively, the “"Determination Materials”"). The Committee shall have 30 days from receipt of the Determination Materials from GM Newco to submit to GM Newco a written request for an Independent Attestation of a determination(sdetermination~s) by GM Newco listed in Section 13.A(i1I0.A(i), (ii) A(ii), and (iiiA(iii) of this Settlement Agreement. As a part of this review process, the Committee may ask for additional information regarding the calculations, and the data and information provided by GMNewco. GM Newco shall as promptly as practicable, respond to all reasonable requests from the Committee for such additional information. However, a request for additional information shall not extend the 30 30-day review period, unless an extension is reasonably necessary to allow the Committee to review such additional information, but in no event longer than 45 days from receipt of the Determination Materials. All determinations made by GM Newco with regard to a determination(s) listed in Section 13.A(i10OA(i), (ii) A(ii), and (iiiA(iii) of this Settlement Agreement shall be final and binding on GMNewco, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA, unless the Committee timely submits a request for an Independent Attestation. If the Committee timely submits such a request, GM Newco shall engage a nationally recognized independent registered public accounting firm to conduct an Independent Attestation regarding a determination(s) by GM Newco listed in Section 13.A(i), (ii10.A(i) and (iiiA(iii) of this Settlement Agreement Agreement. The Independent Attestation shall be final and binding on GMNewco, the UAW, the Class Representatives, the Class, the Covered Group, Class Counsel, the Committee and the New Plan and New VEBA. Nothing in the foregoing paragraphs shall prevent the division, deposit, withdrawal or transfer of any assets the valuation of which is not in dispute pending resolution of the disputed amounts.