Estimated Additional Consideration Sample Clauses

Estimated Additional Consideration. (a) As additional consideration for the CCBCC Transferred Assets and the assumption of the CCBCC Assumed Liabilities, on the one hand, or for the CCR Transferred Assets and the assumption of the CCR Assumed Liabilities, on the other hand, as applicable, on the Business Day immediately preceding the Closing Date, the CCR Parties or the CCBCC Parties, as the case may be, shall pay to the other an amount equal to the difference, if any, between the Estimated CCR Aggregate Business Value and the Estimated CCBCC Aggregate Business Value (such amount, the “Estimated Additional Consideration”) as follows: (a) if the Estimated CCR Aggregate Business Value is greater than the Estimated CCBCC Aggregate Business Value, then the CCBCC Parties shall pay the Estimated Additional Consideration to the CCR Parties, and (b) if the Estimated CCBCC Aggregate Business Value is greater than the Estimated CCR Aggregate Business Value, then the CCR Parties shall pay the Estimated Additional Consideration to the CCBCC Parties. All payments to be made under this Section 2.06 shall be made in accordance with Section 2.07(a) or Section 2.08(a), as applicable. (b) The parties that receive payment of the Estimated Additional Consideration pursuant to Section 2.06(a) (the “Receiving Parties”) shall hold the Estimated Additional Consideration in an account in trust upon receipt thereof, solely for the benefit of the parties that pay the Estimated Additional Consideration pursuant to Section 2.06(a) (the “Paying Parties”), pending the Closing. If the Closing does not occur by noon Eastern Time on the first Business Day following the date of delivery of the Estimated Additional Consideration to the Receiving Parties (“the Anticipated Closing Date”), upon written request by the Paying Parties, the Receiving Parties will disburse the Estimated Additional Consideration to the Paying Parties prior to 5:00 p.m. Eastern Time on the Anticipated Closing Date, by wire transfer in immediately available funds, to an account or accounts as directed by the Paying Parties, provided, that the Paying Parties will designate such account or accounts no later than three (3) Business Days prior to the Anticipated Closing Date. If the Closing occurs at or prior to noon Eastern Time on the Anticipated Closing Date, the Estimated Additional Consideration shall, simultaneously with the Closing and without further action by any Party, automatically be released from trust and become the sole property of the Receivi...