Final Parent VEBA Transfer Amount Sample Clauses

Final Parent VEBA Transfer Amount. Within one hundred eighty (180) days (or such later time as mutually agreed by Parent and NewCo) following the Separation Date, Parent shall cause the Parent Actuary to provide NewCo with a revised calculation of the value, as of the Separation Date and using the assumptions and valuation methodology set forth on Exhibit 5.1(b)(ii) attached hereto, of the Assets credited under the Parent VEBA in respect of the Eligible Energy Supply Retiree Welfare Participants (the “Proposed Actual Parent VEBA Transfer Amount”) and provide the Proposed Actual Parent VEBA Transfer Amount to NewCo for review. NewCo may submit, at its sole cost and expense, the Proposed Actual Parent VEBA Transfer Amount to the NewCo Actuary for verification; provided, that such verification process and any calculation performed by the NewCo Actuary in connection therewith shall be performed solely on the basis of the assumptions and valuation methodology set forth on Exhibit 5.1(b)(ii) attached hereto. NewCo shall be responsible for the cost and expense of the NewCo Actuary and Parent shall be responsible for the cost and expense of the Parent Actuary for such data transfer. The NewCo Actuary shall have forty-five (45) days to review such Proposed Actual Parent VEBA Transfer Amount and shall have access to all data used by the Parent Actuary to make its proposed calculations. If the NewCo Actuary determines that the value, as of the Separation Date, of the Assets credited under the Parent VEBA in respect of the Eligible Energy Supply Retiree Welfare Participants differs from the Proposed Actual Parent VEBA Transfer Amount, the Parent Actuary and the NewCo Actuary shall work together in good faith for thirty (30) days to reconcile such difference(s). If the NewCo Actuary and the Parent Actuary fail to reconcile such difference(s), the NewCo Actuary and the Parent Actuary shall jointly designate a third, independent actuary whose calculation of the value, as of the Separation Date, of the Assets credited under the Parent VEBA in respect of the Eligible Energy Supply Retiree Welfare Participants shall be final and binding; provided, that such calculation must be performed within ninety (90) days following designation of such third actuary and in accordance with the assumptions and valuation methodology set forth on Exhibit 5.1(b)(ii) attached hereto; and provided, further, that if such value is not equal to or between the value determined by the NewCo Actuary and the Proposed Actual Parent VEB...
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Related to Final Parent VEBA Transfer Amount

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