Common use of Preliminary Settlement Statement Clause in Contracts

Preliminary Settlement Statement. Not less than five Business Days prior to the Closing, EXCO shall prepare and submit to BG for review, using the best information available to EXCO, a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash Consideration, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(c). Within three Business Days of receipt of the Preliminary Settlement Statement, BG will deliver to EXCO a written report containing all changes with the explanation therefor that BG proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by EXCO will be used to adjust the Closing Cash Consideration at Closing.

Preliminary Settlement Statement. Not less than five three (3) Business Days prior to the Closing, EXCO Quicksilver shall prepare and submit to BG BreitBurn for review, using the best information available to EXCO, review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash Date Consideration, reflecting each adjustment to the Initial Consideration made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement Sections 2.3, 2.4, 6.12, 6.13 and 6.14, the calculation of the adjustments used to determine such amountamounts (including, together with without limitation, a statement of the designation adjustments contemplated under Section 2.3, a statement of EXCO’s accounts for the wire transfers Estimated Net Working Capital and Estimated Cash, adjustments relative to Title Defects and Title Benefits, adjustments relative to Environmental Defects, and any adjustments attributable to the pre-Closing exercise of funds any Preferential Purchase Rights, as set forth described in Section 9.3(c6.13) (the “Preliminary Settlement Statement”). Within three two (2) Business Days of receipt of the Preliminary Settlement Statement, BG BreitBurn will deliver to EXCO Quicksilver a written report containing all changes with the explanation therefor that BG BreitBurn proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Initial Consideration at Closing; provided, without limitation to BG’s right to challenge any adjustments however, that to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If extent the Parties cando not agree on mutually agree, then the Parties shall utilize the Preliminary Settlement Statement prior to the Closingsubmitted by Quicksilver, the Preliminary Settlement Statement as presented by EXCO will be used to adjust solely for purposes of calculating the Closing Cash Consideration at ClosingDate Consideration.

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, EXCO the Contributor Representative shall prepare and submit to BG the Company for review, using the best information available to EXCO, review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash ConsiderationContributor Representative’s good faith estimate of the Stock Consideration (based upon a mutually agreed valuation of the Transferred Interests of $750,000,000, and the other adjustments in Section 3.2), reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement Statement, and the calculation of the adjustments used to determine such amount, together accompanied by reasonable supporting documentation provided by the Contributor Representative to the Company. The Preliminary Settlement Statement shall also reflect the Contributor Percentage Interest of each Contributor as of the Closing and the allocation of the Stock Consideration among all Contributors in accordance with the designation each Contributor’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of EXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(c)Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent Party. Within three two (2) Business Days of after the receipt of the Preliminary Settlement StatementStatement by the Company, BG will the Company shall deliver to EXCO the Contributor Representative a written report containing any and all changes with that the explanation therefor that BG Company proposes to be made to the Preliminary Settlement StatementStatement together with the explanation therefor and the supporting documents thereof. The Company and the Contributor Representative shall, or if BG does not deliver such a written reportin good faith, BG shall be deemed attempt to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG agree in writing on any supporting documentation or information relating changes to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicablepossible after the Contributor Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing by the PartiesCompany and the Contributor Representative, will be used to adjust the Closing Cash Consideration Unadjusted Shares at the Closing; provided that if the Company and the Contributor Representative do not agree in writing upon any or all of the adjustments set forth in the Preliminary Settlement Statement, without limitation to BG’s right to challenge any adjustments then the amount of such un-agreed adjustment(s) shall be that amount set forth in the draft Preliminary Settlement Statement delivered by Contributor to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If Company pursuant to this Section 3.2(c); provided, further, that the Parties cannot agree on Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the ClosingClosing to reflect any changes in information occurring after the delivery of the initial draft of the Preliminary Settlement Statement; provided, further, that the Contributor Representative may, at any time prior to the final settlement contemplated by Section 3.2(e), provide an updated statement reflecting any corrected or updated Contributor Percentage Interest of each Contributor as of the Closing and the corresponding allocations of Stock Consideration; provided, however, that the number of shares of Company Common Stock issued pursuant to this Section 3.2(c) shall be rounded to the nearest whole number of shares for each Contributor. The Parent Parties shall be entitled to rely on the reported Contributor Percentage Interests and corresponding allocations of Stock Consideration listed in the Preliminary Settlement Statement as presented and any subsequently provided statement contemplated by EXCO will be used to adjust the Closing Cash Consideration at Closingthis Section 3.2(c).

Preliminary Settlement Statement. Not less than five 5 Business Days prior to the Closing, EXCO Seller shall prepare and submit to BG Buyer for review, using the best information available to EXCO, review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash ConsiderationPurchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the itemized calculation and reasonable supporting documentation of the adjustments used to determine such amount, together with the designation of EXCOSeller’s accounts for the wire transfers of funds as set forth in Section 9.3(c9.3(e). Within three 2 Business Days of receipt of the Preliminary Settlement Statement, BG Buyer will deliver to EXCO Seller a written report containing all changes with the explanation therefor that BG Buyer proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration Purchase Price at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as ; provided in Sections 3.6 through 3.8 below. If that if the Parties cando not agree on upon an adjustment set forth in the Preliminary Settlement Statement prior to Statement, then the Closing, the Preliminary Settlement Statement as presented by EXCO will be amount of such adjustment used to adjust the Purchase Price at Closing Cash Consideration at Closingshall be that amount set forth in the draft Preliminary Settlement Statement delivered by Seller to Buyer pursuant to this Section 3.4.

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, EXCO the Contributor Representative shall prepare and submit to BG the Company for review, using the best information available to EXCO, review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash ConsiderationContributor Representative’s good faith estimate of the Stock Consideration (based upon a mutually agreed valuation of the Transferred Interests (excluding the Grenadier Purchase Price) of $711,500,000, and the other adjustments in Section 3.2), reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement Statement, and the calculation of the adjustments used to determine such amount, together accompanied by reasonable supporting documentation provided by the Contributor Representative to the Company. The Preliminary Settlement Statement shall also reflect the Contributor Percentage Interest of each Contributor as of the Closing and the allocation of the Stock Consideration among all Contributors in accordance with the designation each Contributor’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of EXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(c)Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent Party. Within three two (2) Business Days of after the receipt of the Preliminary Settlement StatementStatement by the Company, BG will the Company shall deliver to EXCO the Contributor Representative a written report containing any and all changes with that the explanation therefor that BG Company proposes to be made to the Preliminary Settlement StatementStatement together with the explanation therefor and the supporting documents thereof. The Company and the Contributor Representative shall, or if BG does not deliver such a written reportin good faith, BG shall be deemed attempt to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG agree in writing on any supporting documentation or information relating changes to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicablepossible after the Contributor Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing by the PartiesCompany and the Contributor Representative, will be used to adjust the Closing Cash Consideration Unadjusted Shares at the Closing; provided that if the Company and the Contributor Representative do not agree in writing upon any or all of the adjustments set forth in the Preliminary Settlement Statement, without limitation to BG’s right to challenge any adjustments then the amount of such un-agreed adjustment(s) shall be that amount set forth in the draft Preliminary Settlement Statement delivered by Contributor to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If Company pursuant to this Section 3.2(c); provided, further, that the Parties cannot agree on Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the ClosingClosing to reflect any changes in information occurring after the delivery of the initial draft of the Preliminary Settlement Statement; provided, further, that the Contributor Representative may, at any time prior to the final settlement contemplated by Section 3.2(e), provide an updated statement reflecting any corrected or updated Contributor Percentage Interest of each Contributor as of the Closing and the corresponding allocations of Stock Consideration; provided, however, that the number of shares of Company Common Stock issued pursuant to this Section 3.2(c) shall be rounded to the nearest whole number of shares for each Contributor. The Parent Parties shall be entitled to rely on the reported Contributor Percentage Interests and corresponding allocations of Stock Consideration listed in the Preliminary Settlement Statement as presented and any subsequently provided statement contemplated by EXCO will be used to adjust the Closing Cash Consideration at Closingthis Section 3.2(c).

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the ClosingScheduled Closing Date, EXCO Seller shall prepare in good faith and submit to BG Buyer for review, using the best information available to EXCO, review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash ConsiderationPurchase Price, reflecting each adjustment made in good faith by Seller in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the itemized calculation and reasonable supporting documentation of the adjustments used to determine such amountamounts, together with the designation of EXCOSeller’s accounts for the wire transfers of funds as set forth in Section 9.3(c9.3(d). Within three two (2) Business Days of receipt of the Preliminary Settlement Statement, BG will Buyer may (without waiving any of its rights under this Agreement) deliver to EXCO Seller a written report containing all changes with the explanation therefor that BG Buyer proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver Statement (based upon what Buyer actually has knowledge of at such a written report, BG time) and the Parties shall be deemed thereafter cooperate in good faith to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to finalize the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicableprior to the Closing. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration Purchase Price at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as ; provided in Sections 3.6 through 3.8 below. If that if the Parties cando not agree on upon an adjustment set forth in the Preliminary Settlement Statement prior to Statement, then the Closing, the Preliminary Settlement Statement as presented by EXCO will be amount of such adjustment used to adjust the Purchase Price at Closing Cash Consideration at Closingshall be that amount set forth in the draft Preliminary Settlement Statement delivered by Seller to Buyer pursuant to this Section 3.4.

Preliminary Settlement Statement. Not less than five Business Days prior Prior to the ClosingClosing Date, EXCO Seller shall prepare and submit to BG for review, using the best information available to EXCO, Buyer a draft preliminary settlement statement (the “Preliminary Settlement Statement”) that shall set sets forth Seller’s estimate of the Adjusted Closing Cash Consideration, Consideration reflecting the Base Consideration and each adjustment thereto made in accordance with this Agreement herewith and the proration of any other amounts required herein as of the date of preparation of such Preliminary Settlement Statement and (the calculation of the adjustments used to determine such amount“Closing Payment”), together with the designation designations of EXCO’s accounts the account and routing information necessary for the wire transfers transfer of funds as set forth the Closing Payment pursuant to Section 2.5. If, for any reason, Buyer disputes in Section 9.3(c). Within three Business Days of receipt of good faith any information contained in the Preliminary Settlement Statement, BG will deliver the Parties shall work together in good faith to EXCO a written report containing all changes with the explanation therefor that BG proposes to be made resolve such dispute prior to the Preliminary Settlement StatementClosing Date, or if BG does not deliver such a written report, BG and in no event shall the Closing be delayed. The Closing Payment shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the amount set forth in the Preliminary Settlement Statement reasonably requested prepared by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as Seller with any adjustments thereto agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If the Parties cannot agree on the Preliminary Settlement Statement Buyer and Seller prior to the Closing, and any adjustments thereto shall be reflected in the Preliminary Final Settlement Statement, subject to the procedures set forth in Section 9.1. For the avoidance of doubt, notwithstanding anything herein to the contrary, in no event shall the Adjusted Consideration reflected in the Final Settlement Statement as presented by EXCO will exceed FIFTY-TWO MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($52,500,000.00) or be used to adjust the Closing Cash Consideration at Closingless than FIFTY MILLION, FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,500,000.00).

Preliminary Settlement Statement. Not less than five 5 Business Days prior to the Closing, EXCO Seller shall prepare and submit to BG Buyer for review, using the best information available to EXCO, review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash ConsiderationPurchase Price, reflecting each adjustment made in accordance with this Agreement Agreement, along with the data supporting any adjustment, as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCOSeller’s accounts for the wire transfers of funds as set forth in Section 9.3(c9.3(d). Within three 2 Business Days of receipt of the Preliminary Settlement Statement, BG Buyer will deliver to EXCO Seller a written report containing all changes with the explanation therefor that BG Buyer proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration Purchase Price at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as ; provided in Sections 3.6 through 3.8 below. If that if the Parties cando not agree on upon an adjustment set forth in the Preliminary Settlement Statement prior to Statement, then the Closing, the Preliminary Settlement Statement as presented by EXCO will be amount of such adjustment used to adjust the Purchase Price at Closing Cash Consideration at Closingshall be that amount set forth in the draft Preliminary Settlement Statement delivered by Seller to Buyer pursuant to this Section 3.4.

Preliminary Settlement Statement. Not less than five seven (7) Business Days prior to the Closing, EXCO Seller shall submit to Buyer its good faith estimate of the numbers and calculations to be included in the Preliminary Settlement Statement. Not less than four (4) Business Days prior to the Closing, Seller shall prepare and submit to BG Buyer for review, using the best information available to EXCO, review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set setting forth the Adjusted Closing Cash ConsiderationPurchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with and including the designation of EXCOSeller’s accounts account for the wire transfers transfer of funds as set forth the amount described in Section 9.3(c)12.3(d) at Closing. Within three two (2) Business Days of receipt of the Preliminary Settlement Statement, BG Buyer will deliver to EXCO Seller a written report containing all changes with the explanation therefor that BG Buyer proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust determine the Adjusted Purchase Price payable by Buyer to Seller at Closing Cash Consideration at Closing, without limitation pursuant to BG’s right to challenge any adjustments to the Closing Cash Consideration as Section 12.3(d); provided in Sections 3.6 through 3.8 below. If that if the Parties cando not agree on upon an adjustment set forth in the Preliminary Settlement Statement prior Statement, then the amount of such adjustment used to determine the ClosingAdjusted Purchase Price payable by Buyer to Seller at Closing pursuant to Section 12.3(d), shall be that amount set forth in the draft Preliminary Settlement Statement as presented delivered by EXCO will be used Seller to adjust the Closing Cash Consideration at ClosingBuyer pursuant to this Section 3.4.

Preliminary Settlement Statement. Not less than five ten Business Days prior to the Closing, EXCO Seller shall prepare and submit to BG Buyer for review, using the best information available to EXCO, review a draft settlement statement (the “Preliminary Settlement Statement”) that shall set sets forth the Interim Period Carried Costs Amount, the Interim Period Revenue Share and the Adjusted Closing Cash Consideration, Amount reflecting each estimate or adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCO’s accounts the account for the wire transfers of funds as set forth in Section 9.3(c12.3(c). Within three five Business Days of receipt of the Preliminary Settlement Statement, BG Buyer will deliver to EXCO Seller a written report containing all changes with the explanation therefor that BG Buyer proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicableany. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at ClosingInterim Period Carried Costs Amount, without limitation to BG’s right to challenge any adjustments to the Interim Period Revenue Share and the Closing Cash Consideration Amount, as applicable, at Closing; provided in Sections 3.6 through 3.8 below. If that if the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by EXCO Seller will be used to adjust the Interim Period Carried Costs Amount, the Interim Period Revenue Share and the Closing Cash Consideration Amount, as applicable, at Closing.

Preliminary Settlement Statement. Not less than five three (3) Business Days prior to the Closing, EXCO Seller shall prepare and submit to BG for review, using the best information available to EXCO, Buyer a draft settlement statement (the “Preliminary Settlement Statement”) that shall set sets forth Seller’s estimate of the Adjusted Closing Cash ConsiderationPurchase Price, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCOSeller’s accounts or any designee’s account(s) for the wire transfers of funds as set forth in required by Section 9.3(c3.01 and Section 9.03(d) and Section 9.03(e). Within three two (2) Business Days of after receipt of the Preliminary Settlement Statement, BG will Buyer shall deliver to EXCO Seller a written report containing all changes with the explanation therefor that BG Buyer proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver Statement together with the explanation for such a written report, BG changes and the supporting documents therefor. The Parties shall be deemed in good faith attempt to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to agree in writing on the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicablepossible after Seller’s receipt of Buyer’s written report. The Preliminary Settlement Statement, as agreed upon in writing by the Parties, will be used to adjust the Closing Cash Consideration Base Purchase Price at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If except that if the Parties cando not agree on in writing upon any or all of the adjustments set forth in the Preliminary Settlement Statement prior to Statement, then the Closing, the Preliminary Settlement Statement as presented by EXCO will be amount of such adjustment or adjustments used to adjust the Base Purchase Price at Closing Cash Consideration at Closingwill be that amount set forth in the draft Preliminary Settlement Statement delivered by Seller to Buyer pursuant to this Section 3.03.