Unapproved or Pending Change Orders and Claims Sample Clauses

Unapproved or Pending Change Orders and Claims. (a) Section 6.08 of the Company Disclosure Letter sets forth, as of immediately prior to the Effective Time, (i) on a project by project basis, the Company’s good faith estimate of the aggregate amounts associated with any unapproved or pending net positive or net negative claim, change order, or request for equitable adjustment involving direct or indirect costs incurred as of the Effective Time and recorded in the Estimated Closing Statement as “Contacts Receivable-Unbilled” and/or “Cost and Estimated Earnings in Excess of Xxxxxxxx on Uncompleted Contracts” by the Company or any of its Subsidiaries (collectively, the “Unapproved or Pending Change Orders and Claims”) and (ii) the deferred xxxxxxxx recorded in the Estimated Closing Statement (consisting of estimated costs incurred and associated margins earned on contract items not billed due to timing issues) (the “Deferred Xxxxxxxx”). As provided in 6.08(b), the Company shall be able to offset Unapproved or Pending Change Orders and Claims with claims and unapproved or pending change orders that reflect claims and unapproved or pending change orders that have been documented and have or will be submitted in a timely manner (the “Offset Claims”). In connection with the Closing Date Statement, Parent shall deliver to the Interest Holder Representative an Updated Disclosure Section 6.08 in accordance with Section 2.13(b) which shall set forth an update of the Unapproved or Pending Change Orders and Claims and Deferred Xxxxxxxx as of immediately prior to the Effective Time. For purposes of Section 6.08 of the Company Disclosure Letter and Updated Disclosure Section 6.08 (and solely for all calculations pursuant to this Sections 6.08 and 6.09), those Deferred Xxxxxxxx that should have been recorded as, as of the Effective Time (or become, after the Effective Time), Unapproved or Pending Change Orders and Claims, will be deemed to have been Unapproved or Pending Change Orders and Claims for purposes of Updated Disclosure Section 6.08. (b) Parent shall use commercially reasonable efforts to invoice and collect (by set-off, counterclaim or otherwise) all Unapproved or Pending Change Orders and

Unapproved or Pending Change Orders and Claims. The Shareholders' Representative will deliver to Buyer updated versions of Schedule 2.24(b) and Schedule 2.24(c), dated as of August 31, 2005, as soon as reasonably practicable after the Closing Date but no later than sixty (60) days thereafter ("Schedule 3.10"). The pending change orders and claims set forth on Schedule 3.10 are hereafter referred to as the "Unapproved or Pending Change Orders and Claims").