SBS Volumes Sample Clauses

SBS Volumes. (a) Within thirty (30) days of the date hereof, Transferor and its Affiliates shall provide reasonable sales and product data requested by the Reviewers and reasonable access to Transferor personnel, in each case sufficient to confirm that the paperboard products included in the file contained in 13.2.2 of the Dataroom (the “Volume File”) as of the date of this Agreement represent the tons of SBS (as defined in Exhibit A to the Supply Agreement) sold to the customers included in the Volume File during the twelve (12)-month period ended December 31, 2023. The Reviewers shall treat all information received under this Section 5.24 as “Sensitive Competitive Information” as such term is defined in the Clean Team Agreement. To the extent Buyer determines that any such paperboard products identified as being sold to such customers do not consist of SBS (such amount, the “Shortfall”), Buyer shall notify Transferor in writing (the “Shortfall Notice”) and provide a description of the basis therefor. Within fifteen (15) Business Days after receipt of the Shortfall Notice, Transferor shall, in a written notice to Buyer, describe in reasonable detail any proposed adjustments to the Shortfall set forth in the Shortfall Notice and provide the reasons therefor. Buyer shall cause Reviewer to provide such reasonable back-up information as requested by Transferor. If Buyer shall not have received a notice of proposed adjustments within such fifteen (15) Business Day period, Transferor will be deemed to have accepted irrevocably the Shortfall as set forth in the Shortfall Notice. During the twenty (20) Business Day period following Transferor’s delivery of a notice of proposed adjustments to Buyer, Transferor and Xxxxx shall negotiate in good faith to resolve the disputed matters. If the parties are not able to resolve any such disputed matter within such twenty (20) Business Day period, Transferor and Buyer shall jointly engage an expert in the paperboard manufacturing industry firm (“Volume Arbiter”) acceptable to each of Transferor and Buyer to audit and determine the amount of the proposed adjustment to the Shortfall. Buyer shall provide any reasonable back-up information to the Volume Arbiter. Transferor shall provide the Volume Arbiter with all relevant working papers, supporting schedules, supporting analyses, other supporting documentation requested by the Volume Arbiter in determining whether the paperboard products set forth in the Volume File represent the tons of ...
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Related to SBS Volumes

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