Common use of Confirmation of Calculations Clause in Contracts

Confirmation of Calculations. As soon as reasonably practicable after the Effective Time, Parent’s actuary shall certify to SpinCo the Pension Plan Asset Transfer Amount to be transferred to the SpinCo Qualified Pension Plan. If requested by SpinCo within ten (10) days after such certification, Parent’s actuary shall provide SpinCo’s actuary with a complete computer file containing the employee data and all other relevant information used by Parent’s actuary or otherwise reasonably requested by SpinCo’s actuary as needed to confirm the Pension Plan Asset Transfer Amount. The Pension Plan Asset Transfer Amount shall become final and binding upon the Parties at the close of business on the one hundred twentieth (120th) day following Parent’s actuary’s certification to SpinCo of the Pension Plan Asset Transfer Amount, unless prior to such one hundred twentieth (120th) day SpinCo delivers a written notice to Parent stating that SpinCo believes that the calculation of the Pension Plan Asset Transfer Amount contains factual or mathematical errors or otherwise fails to comport with the Actuarial Assumptions. Any such notice shall state in reasonable detail the basis for such belief. Should SpinCo timely provide such notice, the Parties shall use their reasonable best efforts to resolve promptly any disagreements regarding such calculations. In the event that the Parties cannot resolve such disagreements, the Parties shall jointly select an independent third actuary with whom none of the Parties have a material relationship, who shall render its determination promptly (and in any case within thirty (30) days of being engaged to review the disputed matter). The third actuary’s determination shall be made in accordance with the requirements of this Section 5.2(c) and shall be binding on the Parties. The third actuary shall be required to confirm the determination of the Parent actuary unless, and solely to the extent that, the third actuary determines that (i) such determination contains factual or mathematical errors or (ii) the determination of the Parent actuary has no reasonable basis or otherwise fails to comport with the Actuarial Assumptions, in each case applying an abuse of discretion standard. In no event (except for inaccuracy of the data provided) shall the amount determined by the third actuary be more than the amount claimed by SpinCo or less than the amount shown in the calculations of Parent’s actuary. Each of the Parties shall bear the fees, costs and expenses of their respective actuaries, and the fees, costs and expense of the third actuary shall be borne one half by Parent and one half by SpinCo. Any decision by the third actuary shall be treated as confidential information by the Parties, except as may be required to obtain judgment on the award or enforce performance thereof or except as disclosure may be required by law.