Common use of Amendment of Section 2 Clause in Contracts

Amendment of Section 2. 3(d). Section 2.3(d) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “After receipt of the Closing Date Working Capital Statement, Seller shall have 30 calendar days to review the Closing Date Working Capital Statement and the accompanying certificate (collectively, the “Closing Date Financial Data”), together with the work-papers used in the preparation thereof. Seller and its authorized representatives shall have full access to all relevant books and records and employees of Purchaser and the Acquired Companies to the extent reasonably required to complete their review of the Closing Date Financial Data. Seller may dispute items reflected in the calculation of Closing Date Working Capital and Closing Date Cash and Assumed Indebtedness and YTD Capital Expenditures only on the basis that such amounts (i) were not determined in conformity with GAAP, as modified by the Specified Accounting Policies, applied by Purchaser on a consistent basis (to the extent consistent with GAAP) with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied, (ii) with respect to YTD Capital Expenditures, were not determined in the manner specified in the definition of YTD Capital Expenditures, or (iii) contain arithmetic error. Unless Seller delivers written notice to Purchaser on or prior to the 20th calendar day after Seller’s receipt of the Closing Date Working Capital Statement, which notice shall set forth a specific description of the basis of Seller’s objection or objections and the adjustments to the amount of Closing Date Working Capital and/or Closing Date Cash and/or Assumed Indebtedness and/or YTD Capital Expenditures which Seller believes should be made, Seller shall be deemed to have accepted and agreed to the calculation of Closing Date Working Capital and YTD Capital Expenditures and Closing Date Cash and/or Assumed Indebtedness. If Seller so notifies Purchaser of its objection to the calculation of Closing Date Working Capital, YTD Capital Expenditures, Closing Date Cash and/or Assumed Indebtedness, Purchaser and Seller shall, within 30 calendar days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If following resolution of any disputed amounts there do not remain in dispute amounts the aggregate net effect of which exceeds U.S.$1 million with respect to the Closing Date Working Capital, the YTD Capital Expenditures, the Closing Date Cash or Assumed Indebtedness, then all amounts remaining in dispute shall be deemed to have been resolved in favor of the calculation of Closing Date Working Capital, YTD Capital Expenditures, Closing Date Cash or Assumed Indebtedness, as the case may be, delivered by Seller to Purchaser.”

Amendment of Section 2. 3(d3(a). Section 2.3(d2.3(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “After receipt : (a) At least five Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital Statement”), Seller shall have 30 calendar days to review and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”), an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”), and an estimate of YTD Capital Expenditures (“Estimated YTD Capital Expenditures”). The Estimated Closing Date Working Capital Statement and the accompanying certificate (collectively, the “Closing Date Financial Data”), together with the work-papers used shall be prepared in the preparation thereof. Seller and its authorized representatives shall have full access to all relevant books and records and employees of Purchaser and the Acquired Companies to the extent reasonably required to complete their review of the Closing Date Financial Data. Seller may dispute items reflected in the calculation of Closing Date Working Capital and Closing Date Cash and Assumed Indebtedness and YTD Capital Expenditures only on the basis that such amounts (i) were not determined in conformity accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), applied by Purchaser on a consistent basis (and to the extent consistent with GAAP) , in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) with respect increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0, (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness, and (iv)(A) increased dollar for dollar to the extent the Estimated YTD Capital Expenditures, were not determined in Expenditures exceeds the manner specified in the definition of YTD Target Capital Expenditures, or (iiiB) contain arithmetic error. Unless Seller delivers written notice to Purchaser on or prior decreased dollar for dollar to the 20th calendar day after Seller’s receipt of extent the Closing Date Working Estimated YTD Capital StatementExpenditures is less than the Target Capital Expenditures (the Initial Cash Consideration, which notice shall set forth a specific description of as adjusted pursuant to this sentence and Section 6.12, the basis of Seller’s objection or objections and the adjustments to the amount of Closing Date Working Capital and/or “Closing Date Cash and/or Assumed Indebtedness and/or YTD Capital Expenditures which Seller believes should be made, Seller shall be deemed to have accepted and agreed to the calculation of Closing Date Working Capital and YTD Capital Expenditures and Closing Date Cash and/or Assumed Indebtedness. If Seller so notifies Purchaser of its objection to the calculation of Closing Date Working Capital, YTD Capital Expenditures, Closing Date Cash and/or Assumed Indebtedness, Purchaser and Seller shall, within 30 calendar days following such notice (the “Resolution PeriodConsideration”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If following resolution of any disputed amounts there do not remain in dispute amounts the aggregate net effect of which exceeds U.S.$1 million with respect to the Closing Date Working Capital, the YTD Capital Expenditures, the Closing Date Cash or Assumed Indebtedness, then all amounts remaining in dispute shall be deemed to have been resolved in favor of the calculation of Closing Date Working Capital, YTD Capital Expenditures, Closing Date Cash or Assumed Indebtedness, as the case may be, delivered by Seller to Purchaser.”

Amendment of Section 2. 3(d3(f). Section 2.3(d2.3(f) of the Purchase Agreement is hereby amended and restated in its entirety as follows: “After receipt of The Closing Date Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Final Closing Date Working Capital Statement, Seller shall have 30 calendar days to review the Closing Date Working Capital Statement and the accompanying certificate (collectively, the “Closing Date Financial Data”), together with the work-papers used in the preparation thereof. Seller and its authorized representatives shall have full access to all relevant books and records and employees of Purchaser and the Acquired Companies to the extent reasonably required to complete their review of the Closing Date Financial Data. Seller may dispute items reflected in the calculation of Closing Date Working Capital and Closing Date Cash and Assumed Indebtedness and YTD Capital Expenditures only on the basis that such amounts (i) were not determined in conformity with GAAP, as modified by the Specified Accounting Policies, applied by Purchaser on a consistent basis (to the extent consistent with GAAP) with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied, (ii) with respect to YTD Capital Expenditures, were not determined in the manner specified in the definition of YTD Capital Expenditures, or (iii) contain arithmetic error. Unless Seller delivers written notice to Purchaser on or prior to the 20th calendar day after Seller’s receipt of the Closing Date Working Capital Statement, which notice shall set forth a specific description of the basis of Seller’s objection or objections and the adjustments to the amount of Closing Date Working Capital and/or Closing Date Cash and/or Assumed Indebtedness and/or YTD Capital Expenditures which Seller believes should be made, Seller shall be deemed to have accepted and agreed to the calculation of Closing Date Working Capital and YTD Capital Expenditures and Closing Date Cash and/or Assumed Indebtedness. If Seller so notifies Purchaser of its objection to the calculation of exceeds Estimated Closing Date Working Capital, YTD Capital Expenditures, or (B) decreased dollar for dollar to the extent the Final Closing Date Cash and/or Assumed Indebtedness, Purchaser and Seller shall, within 30 calendar days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If following resolution of any disputed amounts there do not remain in dispute amounts the aggregate net effect of which exceeds U.S.$1 million with respect to the Working Capital is less than Estimated Closing Date Working Capital, (ii)(A) increased dollar for dollar to the extent that Final Closing Date Cash is greater than Estimated Closing Date Cash or (B) decreased dollar for dollar to the extent that Final Closing Date Cash is less than Estimated Closing Date Cash, (iii)(A) increased dollar for dollar by the amount Estimated Assumed Indebtedness exceeds Final Assumed Indebtedness and (B) decreased dollar for dollar by the amount Final Assumed Indebtedness exceeds Estimated Assumed Indebtedness, and (iv)(A) increased dollar for dollar to the extent that Final YTD Capital Expenditures is greater than Estimated YTD Capital Expenditures or (B) decreased dollar for dollar to the extent that Final YTD Capital Expenditures is less than Estimated YTD Capital Expenditures, . Any adjustments to the Closing Date Cash or Assumed IndebtednessConsideration made pursuant to this Section 2.3(f), then all amounts remaining in dispute together with interest on such amount from the Closing Date to the date of payment at a per annum rate equal to the XX Xxxxxx Xxxxx prime rate (determined as of the Closing Date), shall be deemed paid by wire transfer of immediately available funds to have been resolved in favor of the calculation of account or accounts specified by Seller, if Seller is owed payment, or to the account or accounts specified by Purchaser, if Purchaser is owed payment, within five Business Days after the Final Closing Date Working Capital, Final Closing Date Cash, Final Assumed Indebtedness and Final YTD Capital Expenditures, Closing Date Cash Expenditures are agreed to by Purchaser and Seller or Assumed Indebtedness, as any remaining disputed items are ultimately determined by the case may be, delivered by Seller to PurchaserNeutral Auditors.”

Amendment of Section 2. 3(d3(a)(i). Section 2.3(d2.3(a)(i) of the Purchase Contribution Agreement is hereby amended (a) to replace the phrase “(with each of Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital, Estimated Transaction Expenses and restated in its entirety Estimated SXE Transaction Expenses determined as followsof 11:59 PM (Central Time) on the day immediately preceding the Closing Date, and, except for Estimated Transaction Expenses and Estimated SXE Transaction Expenses, without giving effect to the Transactions or the SXE Merger Transactions)” with the phrase “(with each of Estimated Cash, Estimated Indebtedness and Estimated Net Working Capital determined as of 11:59 PM (Central Time) on May 31, 2018 and Estimated Transaction Expenses and Estimated SXE Transaction Expenses determined as of Closing, and, except for Estimated Transaction Expenses and Estimated SXE Transaction Expenses, without giving effect to the Transactions or the SXE Merger Transactions)”, (b) to delete the following phase from Section 2.3(a)(i) “which shall be based on the Debt Payoff Letters to the extent applicable to Payoff Indebtedness” and (c) to add the following sentence at the end thereof: “After receipt The Preliminary Settlement Statement shall also set forth in reasonable detail and accompanied by supporting documentation Holdings LP’s good faith estimate of Cash, the aggregate amount required to repay in full and extinguish the aggregate Indebtedness of the Holdings Companies other than the SXE Companies, which shall be based on the Debt Payoff Letters to the extent applicable to Payoff Indebtedness, and Net Working Capital, in each case determined as of 11:59 PM (Central Time) on the day immediately preceding the Closing Date Working Capital Statementand without giving effect to the Transactions or the SXE Merger Transactions, Seller shall have 30 calendar days to review the Closing Date Working Capital Statement and the accompanying certificate (collectively, the “Closing Date Financial Data”), together calculated in accordance with the work-papers used in the preparation thereof. Seller and its authorized representatives shall have full access to all relevant books and records and employees of Purchaser and the Acquired Companies to the extent reasonably required to complete their review of the Closing Date Financial Data. Seller may dispute items reflected in the calculation of Closing Date Working Capital and Closing Date Cash and Assumed Indebtedness and YTD Capital Expenditures only on the basis that such amounts (i) were not determined in conformity with GAAP, as modified by the Specified Applicable Accounting Policies, applied by Purchaser on a consistent basis (to the extent consistent with GAAP) with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied, (ii) with respect to YTD Capital Expenditures, were not determined in the manner specified in the definition of YTD Capital Expenditures, or (iii) contain arithmetic error. Unless Seller delivers written notice to Purchaser on or prior to the 20th calendar day after Seller’s receipt of the Closing Date Working Capital Statement, which notice shall set forth a specific description of the basis of Seller’s objection or objections and the adjustments to the amount of Closing Date Working Capital and/or Closing Date Cash and/or Assumed Indebtedness and/or YTD Capital Expenditures which Seller believes should be made, Seller shall be deemed to have accepted and agreed to the calculation of Closing Date Working Capital and YTD Capital Expenditures and Closing Date Cash and/or Assumed Indebtedness. If Seller so notifies Purchaser of its objection to the calculation of Closing Date Working Capital, YTD Capital Expenditures, Closing Date Cash and/or Assumed Indebtedness, Purchaser and Seller shall, within 30 calendar days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If following resolution of any disputed amounts there do not remain in dispute amounts the aggregate net effect of which exceeds U.S.$1 million with respect to the Closing Date Working Capital, the YTD Capital Expenditures, the Closing Date Cash or Assumed Indebtedness, then all amounts remaining in dispute shall be deemed to have been resolved in favor of the calculation of Closing Date Working Capital, YTD Capital Expenditures, Closing Date Cash or Assumed Indebtedness, as the case may be, delivered by Seller to PurchaserPrinciples.”