Common use of Closing Payment and Post-Closing Adjustments Clause in Contracts

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25, 2017, Sellers shall prepare and deliver to Purchaser, a draft preliminary settlement statement (“Preliminary Settlement Statement”) setting forth (i) Sellers’ good faith estimate of the Adjusted Purchase Price as of the Closing Date after giving effect to all adjustments set forth in Section 2.4, (ii) the Persons, accounts, and amounts of disbursements that Sellers designate and nominate to receive the Closing Payment, and (iii) the wiring instructions for all such payments and disbursements. Sellers shall supply to Purchaser reasonable documentation in the possession of Sellers or any of their respective Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017, Purchaser will deliver to Sellers a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing Payment, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers will be used to adjust the Unadjusted Purchase Price at Closing.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25five (5) Business Days prior to the Closing Date, 2017, Sellers Seller shall prepare and deliver to Purchaser, a draft preliminary settlement statement (“Preliminary Settlement Statement”) setting forth (i) Sellers’ Seller’s good faith estimate of the Adjusted Purchase Price for the Assets as of the Closing Date after giving effect to all adjustments set forth in Section 2.4, 2.4 and (ii) the Persons, accounts, account and amounts of disbursements that Sellers designate and nominate wiring instructions for Seller to receive the Closing Payment, and (iii) the wiring instructions for all such payments and disbursements. Sellers Seller shall supply to Purchaser reasonable documentation in the possession of Sellers Seller or any of their respective its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers Seller and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Within three (3) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser will deliver to Sellers Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that that, if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers Seller will be used to adjust the Unadjusted Purchase Price at Closing.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25five (5) Business Days prior to the Closing Date, 2017, Sellers Seller shall prepare and deliver to Purchaser, Purchaser a draft preliminary settlement statement (the “Preliminary Settlement Statement”) in the form set forth as Annex D setting forth (i) Sellers’ Seller’s good faith estimate of the Adjusted Purchase Price as Adjustment Amount and each of the Closing Date after giving effect components to all adjustments the Adjustment Amount set forth in Section 2.42.3, (ii) the Persons, accounts, and amounts of disbursements that Sellers designate and nominate Seller designates to receive the Cash Closing Payment, and (iii) the wiring instructions for all such payments and disbursements. Sellers shall supply to Purchaser reasonable documentation in the possession Within three (3) Business Days after receipt of Sellers or any of their respective Affiliates to support the items for which adjustments are proposed or made in the Seller’s draft Preliminary Settlement Statement delivered by Sellers and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Statement, Purchaser will deliver to Sellers Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust estimate the Unadjusted Purchase Price Adjustment Amount at Closing; provided provided, that if the Parties cannot agree on all adjustments components of the Adjustment Amount set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any adjustments as to such components on which the Parties have not agreed, such components as set forth in the Preliminary Settlement Statement as presented by Sellers Seller will be used to adjust for purposes of estimating the Unadjusted Purchase Price Adjustment Amount at ClosingClosing (the Adjustment Amount as so estimated, the “Closing Adjustment Amount”).

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25three (3) Business Days prior to the Closing Date, 2017, Sellers Seller shall prepare and deliver to Purchaser, Purchaser a draft preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth (i) Sellers’ Seller’s good faith estimate of the Adjusted Purchase Price as of the Closing Date after giving effect to all adjustments set forth in Section 2.42.4 along with reasonable supporting information and documentation, (ii) the Persons, accounts, and amounts of disbursements that Sellers designate Seller designates and nominate nominates to receive the Closing Payment, and (iii) the wiring instructions for all such payments and disbursements. Sellers Seller shall supply to Purchaser reasonable documentation in the possession of Sellers Seller or any of their respective its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers Seller and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Within two (2) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser will deliver to Sellers Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers Seller will be used to adjust the Unadjusted Purchase Price at Closing. In connection with the preparation, review or adjustment of the Adjusted Purchase Price provided in this Section 2.5, the Parties shall provide to each other all information reasonably requested by the other Party.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25, 2017five (5) days prior to the Closing Date or such later period as agreed to by Buyer and Sellers, Sellers shall prepare and deliver to PurchaserBuyer (and provide copies to the DIP Agent, the Committee and the Consenting Second Lienholders), a draft preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth (i) Sellers’ good faith estimate of the Adjusted Purchase Price for the Assets as of the Closing Date after giving effect to all adjustments set forth in Section 2.43.3, (ii) the Persons, accounts, accounts and amounts of disbursements that Sellers designate and nominate to receive the Closing Payment, Payment in accordance with the terms of this Agreement and (iii) the wiring instructions for all such payments and disbursements. Sellers shall supply to Purchaser Buyer reasonable documentation in the possession of Sellers or any of their respective Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers Sellers, and a brief explanation of any such adjustments and the reasons therefor. On or before November 27Within three (3) days after Buyer’s receipt of Sellers’ draft Preliminary Settlement Statement, 2017, Purchaser Buyer will deliver to Sellers a written report revised draft of the Preliminary Settlement Statement containing all changes that Purchaser Buyer proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Parties shall attempt in good faith to agree upon the Preliminary Settlement Statement and the Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided provided, however, that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers Buyer will be used to adjust the Unadjusted Purchase Price at Closing.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25, 2017five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to PurchaserPurchasers, a draft preliminary settlement statement (“Preliminary Settlement Statement”) setting forth (i) Sellers’ good faith estimate of the Adjusted Purchase Price as of the Closing Date after giving effect to all adjustments set forth in Section 2.4, (ii) the Persons, accounts, 2.3 and amounts of disbursements that Sellers designate and nominate to receive the Closing Payment, and (iii) the wiring instructions for all such payments and disbursementsSellers to receive disbursements at the Closing, if applicable. Sellers Each Seller shall supply to Purchaser Purchasers reasonable documentation in the possession of Sellers such Seller or any of their respective its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers and a brief explanation of any such adjustments and the reasons therefor. On or before November 27Within three (3) Business Days after receipt of Sellers’ draft Preliminary Settlement Statement, 2017, Purchaser Purchasers will deliver to Sellers a written report containing all changes that Purchaser proposes Purchasers propose to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes, and the Parties shall use their commercially reasonable efforts to agree on the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closingthe Closing as provided in Section 2.3 and Section 2.4; provided provided, that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing Payment, then any adjustments as set forth in Sellers’ draft of the Preliminary Settlement Statement as presented by Sellers will be used to adjust the Unadjusted Purchase Price at Closingshall govern.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25four Business Days prior to the Closing Date, 2017, Sellers Seller shall prepare and deliver to Purchaser, Purchaser a draft preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth (i) Sellers’ Seller’s good faith estimate of the Adjusted Purchase Price as of the Closing Date after giving effect to all adjustments set forth in in, and showing the calculation of each adjustment under, Section 2.4, (ii) 2.3. The Preliminary Settlement Statement shall include a list of the Persons, accounts, accounts and amounts amount of disbursements that Sellers designate and nominate are to receive be made from the Closing PaymentPayment to (i) the holders of Credit Document Indebtedness outstanding as of the Closing, any Post-Effective Time Indebtedness outstanding as of the Closing and any other Indebtedness For Borrowed Money outstanding as of the Closing, (i) the Persons under the Transaction Costs Payoff Instructions, and (iiii) after deducting the wiring instructions for all such payments and disbursementsamounts in clauses (i) through (ii), Seller. Sellers Seller shall supply to Purchaser reasonable documentation in the possession of Sellers or any of their respective Affiliates Seller to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers Seller and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Within two Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser will deliver to Sellers Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at the Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers Seller will be used to adjust the Unadjusted Purchase Price at the Closing.. A non-binding example form of the Preliminary Settlement Statement is attached hereto as Exhibit F.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25five (5) Business Days prior to the Closing Date, 2017, the Sellers shall prepare and deliver deliver, or cause to be prepared and delivered, to Purchaser, a draft preliminary settlement statement (the “Preliminary Settlement Statement”) setting forth for each Subject Company Group, (i) Sellers’ each Seller’s good faith estimate of the portion of the Adjusted Purchase Price allocated to such Seller as of the Closing Date (but excluding any adjustments with respect to disputed alleged Defects or Title Defects that Xxxxxxx have elected to cure Post-Closing for which amounts are included in the Defect Deposit, and any adjustments with respect to disputed alleged Title Benefits and Accepted Additional Leases, for which amounts are included in the Additional Lease Deposit, each of which shall be exclusively addressed and resolved exclusively under Section 3.2(i)) after giving effect to all adjustments set forth in Section 2.42.4 and subject to the adjustment procedures specified in Section 2.5, (ii) the Persons, accounts, accounts and amounts of disbursements that are required to receive such amounts in accordance with Section 2.6 (including the amounts Sellers designate and nominate to receive the portions of the Closing Payment, Closing Distribution under Section 2.6(a)(iv) and Section 2.6(b) and the Adjusted Equity Purchase Price), and (iii) the wiring instructions for all such payments and disbursements. Sellers Each Seller shall supply to Purchaser reasonable documentation in the possession of Sellers or any of their respective Affiliates such Seller and its Subject Company Group to support the items for which adjustments are proposed or made in the any such Preliminary Settlement Statement delivered by Sellers and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Within three (3) Business Days after receipt of the draft Preliminary Settlement Statement, Purchaser will may deliver to Sellers a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes, and Sellers shall consider such proposed changes in good faith. Sellers’ and Purchaser shall in good faith attempt to agree on the Preliminary Settlement Statement as soon as possible after Xxxxxxx’ receipt of Purchaser’s written report. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at ClosingClosing (such estimated Adjusted Purchase Price, the “Closing Adjusted Purchase Price”); provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by the Sellers will be used to adjust the Unadjusted Purchase Price at Closing.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25ten (10) Business Days prior to the Closing Date, 2017, Sellers Seller shall prepare and deliver to Purchaser, a draft preliminary settlement statement (“Preliminary Settlement Statement”) setting forth (i) Sellers’ Seller’s good faith estimate of the Adjusted Purchase Price for the Assets as of the Closing Date after giving effect to all adjustments set forth in Section 2.4, (ii) the Persons, accounts, accounts and amounts of disbursements that Sellers designate Seller designates and nominate nominates to receive the Closing Payment, Payment and (iii) the wiring instructions for all such payments and disbursements. Sellers ; Seller shall supply to Purchaser reasonable documentation in the possession of Sellers Seller or any of their respective its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers Seller and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Within five (5) Business Days after receipt of Seller’s draft Preliminary Settlement Statement, Purchaser will may deliver to Sellers Seller a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for the purpose of determining the Closing PaymentClosing, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers Seller, absent manifest error, will be used to adjust the Unadjusted Purchase Price at Closing.

Closing Payment and Post-Closing Adjustments. (a) Not later than November 25seven (7) Business Days prior to the Closing Date, 2017, Sellers Company shall prepare and deliver to Purchaser, Purchaser a draft preliminary settlement statement (“Preliminary Settlement Statement”) setting forth (i) Sellers’ Company’s good faith estimate of the Adjusted Purchase Price for the Assets as of the Closing Date after giving effect to all adjustments set forth in Section 2.4, (ii) the Persons, accounts, accounts and amounts of disbursements that Sellers designate are required to receive such amounts in accordance with Section 2.6 (including the amounts Sellers’ Representative designates and nominate nominates to receive the portions of the Closing PaymentPayment and Closing Distribution under Section 2.6(a)(iv) and Section 2.6(b), if other than a Seller), and (iii) the wiring instructions for all such payments and disbursements. Sellers Company shall supply to Purchaser reasonable documentation in the possession of Sellers Company or any of their respective its Affiliates to support the items for which adjustments are proposed or made in the Preliminary Settlement Statement delivered by Sellers Company and a brief explanation of any such adjustments and the reasons therefor. On or before November 27, 2017Company shall cause its representatives and Sellers’ Representative to be available upon reasonable advance notice and during normal business hours to answer any reasonable questions that Purchaser may have with respect to the Preliminary Settlement Statement delivered by Company and any adjustments set forth therein. Within three (3) Business Days after receipt of Company’s draft Preliminary Settlement Statement, Purchaser will may deliver to Sellers and the Company a written report containing all changes that Purchaser proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of any such changes. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Unadjusted Purchase Price at Closing; provided that if the Parties cannot agree on all adjustments set forth in the Preliminary Settlement Statement prior to the Closing for Closing, then, subject to Section 3.2(i) with respect to the purpose of determining the Closing PaymentDefect Escrow Amount, then any such unagreed adjustments as set forth in the Preliminary Settlement Statement as presented by Sellers Company will be used to adjust the Unadjusted Purchase Price at Closing.