“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“Final Reconciliation Statement” shall have the meaning specified in [Section 3.01(g)].

If the [[Organization A:Organization]] disagrees with any computation or amount in the Initial Reconciliation Statement, the [[Organization A:Organization]] may, on or prior to the last day of the Review Period, deliver a notice to the ​ setting forth, in reasonable detail, each disputed item or amount and the basis for the [[Organization A:Organization]]’s disagreement therewith (the “Notice of Disagreement”). The Notice of Disagreement shall set forth, with respect to each disputed item, the [[Organization A:Organization]]’s position as to the correct amount or computation that should have been included in the Initial Reconciliation Statement. If the [[Organization A:Organization]] does not deliver a Notice of Disagreement with respect to the Initial Reconciliation Statement to the ​ by the end of the Review Period, such Initial Reconciliation Statement shall become final and binding on the parties.

a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this Agreement;

the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the [[Organization A:Organization]] continuing to maintain a group health plan.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, pool accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation, credit cards and reporting and trade finance services.

COBRA Benefits. “COBRA” as used herein shall mean the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. Executive shall receive a lump sum payment in an amount equal to the cost of COBRA continuation for a period of not less than twelve (12) months.

Within ​ days after the end of each calendar quarter prior to the calendar quarter in which the First Commercial Sale of each Product occurs in the Shared Territory, Unum and SGI will submit to a finance officer designated by Unum and a finance officer designated by SGI (the “Finance Officers”) a report setting forth the Research Costs, Development Costs and Joint Commercialization Costs it incurred in such calendar quarter with respect to each Research Candidate, Development Candidate and Product. Each such report will specify in reasonable detail all such costs, and, if requested by Unum or SGI, any invoices or other supporting documentation for any payments to a Third Party that individually exceed ​ or with respect to which documentation is otherwise reasonably requested will be promptly provided. Within ​ Business Days after receipt of such reports, the Finance Officers will confer and agree in writing on whether a reconciliation payment is due from Unum to SGI or SGI to Unum, and if so, the amount of such reconciliation payment, so that Unum and SGI share Research Costs, Development Costs and Joint Commercialization Costs in accordance with this Agreement. Unum or SGI, as applicable, if required to pay such reconciliation payment, will submit such payment to SGI or Unum, respectively, as applicable, within ​ days of receipt of the other Party’s invoice for such amount; provided, however, that in the event of any disagreement with respect to the calculation of such reconciliation payment, any undisputed portion of such reconciliation payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within ​ Business Days after the date on which Unum and SGI, using good faith efforts, resolve the dispute. In addition, each Party will consider in good faith other reasonable procedures proposed by the other Party for sharing financial information in order to permit each Party to close its books periodically in a timely manner. For the avoidance of doubt, no cost or expense will be counted more than once in calculating Research Costs, Development Costs and Joint Commercialization Costs, even if such cost or expense falls into more than one of the cost categories that comprise Research Costs, Development Costs and Joint Commercialization Costs.

During the thirty (30) Business Days immediately following the [[Organization A:Organization]]’s receipt of the Initial Reconciliation Statement (the “Review Period”), the [[Organization A:Organization]] and its Representatives shall be permitted to review the ​’s working papers and, subject to the execution of any required non-disclosure or comparable agreements, any working papers of the ​’s independent accountants directly relating to the preparation of the Initial Reconciliation Statement, as well as all of the books and records of the ​ and other relevant information to the extent relating to the Reinsured Policies with respect to the period up to and including the date hereof, and the ​ shall make reasonably available the individuals in its or its Affiliates’ employ who are responsible for and knowledgeable about the information used in, and the preparation or calculation (as applicable) of, the amounts set forth in the Initial Reconciliation Statement in order to respond to the inquiries of the [[Organization A:Organization]]; provided that such review and cooperation does not unreasonably interfere with the conduct of the business of the ​ and its Affiliates and that such access and cooperation shall not, in the event of any dispute arising out of this Agreement, serve to prejudice the ​ or any of its Affiliates.

For Month#1 and Month#2, obtain the reconciliation of the aging per monthly report to the aged trial balance & the general ledger. Describe the nature of any significant reconciling items. Note the timeliness of completion. Summarize each of the reconciliations and include the details for each significant reconciling item in the report.