Common use of Determination of Threshold Amount Excess and Payment Clause in Contracts

Determination of Threshold Amount Excess and Payment. 1. If a Sale of VEBA Interests or a distribution of or in respect of VEBA Shares occurs and the Aggregate Proceeds after giving effect to such Sale or distribution equal or exceed the Threshold Amount, then the VEBA, or VEBA Holdco, as applicable, shall transfer to Holder (i) an amount in cash equal to the Aggregate Proceeds, if any, in excess of the Threshold Amount (the “Threshold Amount Excess”) and (ii) all remaining VEBA Interests. The Threshold Amount Excess shall be payable as provided in Section II (C)(2). 2. The VEBA, or VEBA Holdco, as applicable, shall transfer to Holder the Threshold Amount Excess determined in accordance with Section II (C)(1) no later than ten (10) Business Days after the date on which the VEBA, or VEBA Holdco, as applicable, receives the proceeds from the Sale or distribution as a result of which there is a Threshold Amount Excess, in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, by wire transfer to the account or accounts of Holder notified to the VEBA in writing.