Common use of Actuarial Calculation Clause in Contracts

Actuarial Calculation. 3.1 Having been notified by the Vendor under paragraph 2.1, the Purchaser will procure that the Purchaser’s Actuary calculates the Completion Pension Scheme Liabilities and the Longstop Pension Scheme Liabilities and sends its calculation, in draft of such Pension Scheme Liabilities and its calculation of the Liability Movement Value (if any) and all calculation methodology and supporting documentation (the “Pension Pack”) to the Vendor within 60 Business Days of having been so notified (or such other date as may be agreed between the Vendor and the Purchaser). 3.2 The Vendor and the Vendor’s Actuary shall have 60 Business Days following receipt of the Pension Pack pursuant to paragraph 3.1 to review such materials. The Purchaser shall procure that the Purchaser’s Actuary, the Company and the Pension Scheme provide all information reasonably requested by the Vendor or the Vendor’s Actuary to enable the Vendor’s Actuary to check and confirm its agreement (or not) to the contents of the Pension Pack. If the Purchaser fails to provide such information within such period (and any extension agreed by the Vendor and the Purchaser) the matter shall be treated as a dispute and shall be resolved under paragraph 6 below. 3.3 Unless the Vendor shall within 60 Business Days of receipt of the Pension Pack (as provided in paragraph 3.1) serve a notice in writing on the Purchaser that it objects to the calculation of the draft Pension Scheme Liabilities and/or of the draft Liability Movement Value (identifying the reason for any objection and the amount(s) or item(s) and/or calculation which is/are in dispute) (such notification being, for the purposes of this paragraph 3.3, an “Objection Notice”) the Vendor shall be deemed to have irrevocably agreed to the draft Pension Scheme Liabilities and the Purchaser’s calculation of the Liability Movement Value. 3.4 If, within the period referred to in paragraph 3.3 the Vendor shall serve upon the Purchaser an Objection Notice then the Vendor and the Purchaser shall use their reasonable endeavours to reach agreement upon adjustments to the Pension Pack. Neither the Vendor nor the Purchaser shall be entitled to propose any adjustments to the Pension Scheme Liabilities and the Liability Movement Value as provided in paragraph 3.1, except: (i) in the case of the Vendor, an adjustment relating to any item referred to in its Objection Notice and (ii) in the case of either of them, an adjustment by way of counter-proposal to an adjustment proposed by the other of them, being in each case, a revision of an adjustment referred to in the Objection Notice. 3.5 If the Vendor and the Purchaser are unable to reach agreement within 20 Business Days following service of the Objection Notice, the provisions of paragraph 6 shall apply.