Post-Merger Charitable Contribution Sample Clauses

Post-Merger Charitable Contribution. (a) On or before the sixtieth (60th) day that follows the first (1st) anniversary of the Closing Date or March 31, 2016, whichever is later, Highmark will cause to be prepared and delivered to the Foundation a statement (the “Operating Loss Statement”) which shall set forth its calculation of the Operating Loss of the Acquired Business during calendar year 2015 (the “2015 Operating Loss”), together with reasonably detailed supporting information. From the Effective Time through December 31, 2015, Highmark shall maintain books and records (which shall not include a separate general ledger) providing sufficient information to determine the 2015 Operating Loss of the Acquired Business on a pro forma basis. If BCNEPA’s RBC as of the date set forth in the certificate required to be delivered at the Closing under Section 5.3(c) equals or exceeds 725% (before giving effect on a pro forma basis to any Permitted Contribution or the Closing Contribution), as set forth on such certification, and the 2015 Operating Loss is less than Fifteen Million Dollars ($15,000,000) (as reflected in the Operating Loss Statement), then, within five days of the delivery of the Operating Loss Statement, Highmark, as a subsequent charitable contribution, shall cause to be contributed an amount equal to Ten Million Dollars ($10,000,000) to the Charitable Organization(s) designated by a majority of the BCNEPA Advisory Board Representatives. (b) If the Operating Loss Statement shows that the 2015 Operating Loss is greater than Fifteen Million Dollars ($15,000,000), the Foundation shall have sixty (60) days from the date of its receipt of the Operating Loss Statement to review the Operating Loss Statement as to the calculation and amounts of the 2015 Operating Loss reflected thereon. Highmark shall provide to the Foundation and its accountants and representatives reasonable access upon reasonable prior notice to all relevant personnel, work papers, documentation and data prepared or used by Highmark in connection with preparation of the Operating Loss Statement. Prior to the expiration of such sixty (60) day review period, the Foundation will give to Highmark written notice of any objections of the Foundation to the Operating Loss Statement including written explanations of those items in the Operating Loss Statement which are disputed (a “Dispute Notice”). Any items not disputed in the Dispute Notice will be deemed to have been accepted by the Foundation. If the Foundation does not deliv...