Definition of Pre-Closing VIF Amount


Pre-Closing VIF Amount means the average of Milliman's calculation of the VIF and Seller's calculation of the VIF, as set forth on such party's Interim VIF Report for the month preceding the month in which the Closing Date occurs, or such other amount as Buyer and Seller may mutually agree; provided that if either Buyer or Seller fails to timely deliver an Interim VIF Report in the month preceding the month in which the Closing Date occurs, and fails to cure such breach within two (2) Business Days after receipt of notice of such breach from the other party, the "Pre-Closing VIF Amount" shall be equal to the VIF as set forth in the Interim VIF Report of the other party that does timely deliver its Interim VIF Report.
Sample 1