Conduct at Closing Clause Samples

Conduct at Closing. At the Closing, (i) Sellers shall deliver the executed Check the Box Elections to Purchaser; and (ii) Purchaser shall remit the Estimated Cost to Parent as reimbursement for Sellers’ costs in making the Check the Box Elections. Notwithstanding the foregoing, in the event that Purchaser in good faith disputes the Estimated Cost, Purchaser shall remit to Parent at the Closing an amount equal to Purchaser’s good faith estimate of Sellers’ actual incremental cost in making the Check the Box Elections (determined in the manner described in Section 8.23(a)) and shall provide Parent with a written notice of objection highlighting the items and amounts listed in the Estimated Cost Notice which it disputes. As soon thereafter as reasonably practicable, Parent and Purchaser shall engage the Independent Accountant to review the disputed items and determine the actual incremental cost to Parent in making the Check the Box Elections; provided, that the Independent Accountant’s review shall be limited to those items or amounts which were listed in the Estimated Cost Notice and not paid at the Closing. The determination of the Independent Accountant shall be final and binding on all parties. The Independent Accountant shall provide its determination of the actual incremental costs to Sellers no later than one hundred and fifty (150) days after the Closing. Purchaser shall remit the excess of the amount determined by the Independent Accountant over the amount paid by Purchaser at the Closing, if any, pursuant to this Section 8.23(b) to Parent on or before the date within five (5) days after the announcement of the amount of the actual incremental cost by the Independent Accountant.

Conduct at Closing