Common use of Thereafter Clause in Contracts

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days after the Final Settlement Statement. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting Referee. Seller and Buyer shall equally share all fees and any other charges of the Accounting Referee. The Accounting Referee shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within 20 Days after the Parties’ submission of the disputed items to the Accounting Referee. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting Referee) to the extent necessary to reflect any adjustment to the Base Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. federal income tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days days after the Final Settlement final Closing Statement. Buyer’s Sales Price Notice shall differ from Schedule 2.6. only to the extent necessary to reflect any differences in (i) the assets of the Company on the Closing Date and (ii) the total amount realized on the deemed sale of assets, from the assets and total amount realized as shown on Schedule 2.6. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting RefereeReferral Firm. Seller and Buyer shall equally share all fees and any other charges of the Accounting RefereeReferral Firm. The Accounting Referee Referral Firm shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within 20 Days twenty (20) days after the Parties’ submission of the disputed items to the Accounting RefereeReferral Firm. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting RefereeReferral Firm) to the extent necessary to reflect any adjustment to the Base Final Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. United States federal income tax Income Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates (including, without limitation, the Company) to take, any position for income Income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.

Thereafter. Buyer If any Receipts shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days after the Final Settlement Statement. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days remain outstanding after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such pricetermination, the amount Trustee thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends or other distribution to the Owners thereof, and shall not give any further notices or perform any further acts under these Standard Terms or the applicable Depositary Trust Agreement, except that Seller proposes the Trustee shall continue to collect dividends and other distributions pertaining to Underlying Securities and hold the same uninvested and without liability for interest, shall sell rights as provided in these Standard Terms or the deemed sales price. If Seller provides such notice applicable Depositary Trust Agreement, and shall continue to Buyerdeliver Underlying Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts Surrendered to the Trustee (after deducting or upon payment of, in each case, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices fee of the assets within 30 Days after Buyer’s receipt Trustee set forth in 5.6 for the Surrender of Receipts, any expenses for the account of the Owner of such notice from SellerReceipts in accordance with the terms and conditions of the Depositary Trust Agreement, and any applicable taxes or charges). At any time after the expiration of one year following the date of termination, the Trustee may sell the Underlying Securities then held hereunder and may thereafter hold uninvested the net proceeds of any sales prices still in dispute such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been Surrendered, such Owners thereupon becoming general creditors of the Trustee with respect to such net proceeds. After making such sale, the Trustee shall be referred discharged from all obligations under these Standard Terms with respect to the Accounting Referee. Seller Receipts and Buyer shall equally share all fees the applicable Depositary Trust Agreement, except to account for such net proceeds and any other charges cash (after deducting, in each case, the fee of the Accounting Referee. The Accounting Referee shall be instructed to deliver to Seller and Buyer a written determination Trustee for the Surrender of Receipts, any fees of the sales prices in dispute within 20 Days after Trustee due and owing from the Parties’ submission Owner of the disputed items to the Accounting Referee. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting Referee) to the extent necessary to reflect any adjustment to the Base Purchase Price, including adjustments such Receipts pursuant to Section 2.5 or as otherwise determined for U.S. federal income tax purposes. Neither Buyer nor Seller shall take5.6, nor shall either permit including any of their Affiliates to takecustody fees and handling fees which may accrue during the termination period, any position expenses for income Tax purposes that is inconsistent the account of the Owner of such Receipts in accordance with the sales prices as finally determined hereunderterms and conditions of the Depositary Trust Agreement, and any applicable taxes or governmental charges). Upon the termination of the applicable Depositary Trust Agreement, the Initial Depositor shall be discharged from all obligations under such Depositary Trust Agreement except for its obligations to the Trustee under Sections 5.5 and 5.6(b).

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days days after the Final Settlement StatementDate (as defined in Section 2.3(d)). Buyer’s Sales Price Notice shall differ from Schedule 6.4(b) only to the extent necessary to reflect any differences in (i) the assets of the Company on the Closing Date and (ii) the total amount realized on the deemed sale of assets, from the assets and total amount realized as shown on Schedule 6.4(b). Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (A) each proposed deemed sales price with which Seller disagrees and (B) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting RefereeAccountant (or, if such accounting firm cannot serve or refuses to serve in such capacity, a mutually acceptable firm of independent public accountants of recognized standing, which firm also shall be referred to as the Accountant for purposes of the remainder of this paragraph). Seller and Buyer shall equally share all fees and any other charges of the Accounting RefereeAccountant. The Accounting Referee Accountant shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within (twenty) 20 Days days after the Partiesparties’ submission of the disputed items to the Accounting RefereeAccountant. Such determination shall be conclusive and binding on the Partiesparties. Notwithstanding the foregoing, the Parties parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting RefereeAccountant) to the extent necessary to reflect any adjustment to the Base Final Purchase Price, including adjustments pursuant to Section 2.5 or as otherwise determined for U.S. United States federal income tax Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates (including, without limitation, the Company) to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder; provided, however, that (Y) the total purchase price of the assets may differ from the total sales price in order to reflect Buyer’s transaction costs not included in the total sales price, and (Z) the total amount realized on the deemed sale of assets may differ from the total sales price in order to reflect transaction costs that reduce the amount realized for federal income Tax purposes.

Thereafter. Buyer shall propose a final determination of the sales prices and shall notify Seller in writing of the prices so determined (“Buyer’s Sales Price Notice”) within 10 Days after the Final Settlement Statement. Seller shall be deemed to have accepted such proposed final determination unless, within 30 Days after the date of Buyer’s Sales Price Notice, Seller notifies Buyer in writing of (Ai) each proposed deemed sales price with which Seller disagrees and (Bii) for each such price, the amount that Seller proposes as the deemed sales price. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the sales prices in dispute. If Buyer and Seller are unable to agree upon the sales prices of the assets within 30 Days after Buyer’s receipt of such notice from Seller, then any sales prices still in dispute shall be referred to the Accounting Referee. In determining the proper amount of any adjustment to the sales price of any Asset, the Accounting Referee may not adjust any such sales price to an amount greater or less than the amounts proposed by the Parties, and may not award damages or penalties to either Party with respect to any matter. Each Party will bear its own legal fees and other costs with respect to this dispute resolution process. Seller and Buyer shall equally share all fees and any other charges of the Accounting Referee. The Accounting Referee shall be instructed to deliver to Seller and Buyer a written determination of the sales prices in dispute within 20 Days after the Parties’ submission of the disputed items to the Accounting Referee. Such determination shall be conclusive and binding on the Parties. Notwithstanding the foregoing, the Parties shall mutually adjust the sales prices as determined hereunder (whether or not any matter has been referred to the Accounting Referee) to the extent necessary to reflect any adjustment to the Base Purchase Price, including adjustments pursuant to Section 2.5 2.3 or as otherwise determined for U.S. federal income tax Tax purposes. Neither Buyer nor Seller shall take, nor shall either permit any of their Affiliates to take, any position for income Tax purposes that is inconsistent with the sales prices as finally determined hereunder.