Common use of Preliminary Settlement Statement Clause in Contracts

Preliminary Settlement Statement. Not less than 5 Business Days prior to the Closing, Seller shall prepare and submit to Buyer for review, using the best information available to Seller, 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 Seller’s accounts for the wire transfers of funds as set forth in Section 9.3(d). Within 3 Business Days of receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by Seller will be used to adjust the Closing Cash Consideration at Closing.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (Exco Resources Inc)

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Preliminary Settlement Statement. Not less than 5 Business Days five business days prior to the Closing, Seller shall prepare and submit to Buyer for review, using the best information available to Seller, 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 calculation of the adjustments used to determine such amount, together with reasonable supporting documentation and the designation of Seller’s accounts account for the wire transfers of funds as set forth in Section 9.3(d8.3(a)(vii). Within 3 Business Days of three business days after receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Partiesparties, will be used to adjust the Closing Cash Consideration Purchase Price at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior parties are unable to the Closingreach agreement, the Preliminary Settlement Statement as presented prepared by Seller will be used to adjust the Closing Cash Consideration Purchase Price at Closing, absent manifest error.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Resource Partners, L.P.)

Preliminary Settlement Statement. Not less than 5 five Business Days prior to the Closing, Seller shall prepare and submit to Buyer for review, using the best information available to Seller, 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 calculation of the adjustments used to determine such amount, together with reasonable supporting documentation and the designation of Seller’s accounts account for the wire transfers of funds as set forth in Section 9.3(d8.3(a)(vii). Within 3 three Business Days of after receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with the explanation therefor that Buyer proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Partiesparties, will be used to adjust the Closing Cash Consideration Purchase Price at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior parties are unable to the Closingreach agreement, the Preliminary Settlement Statement as presented prepared by Seller will be used to adjust the Closing Cash Consideration Purchase Price at Closing, absent manifest error.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Carrizo Oil & Gas Inc)

Preliminary Settlement Statement. Not less than 5 Business Days prior to the Closing, Seller shall prepare and submit to Buyer for review, using the best information available to Seller, 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 Seller’s accounts for the wire transfers of funds as set forth in Section 9.3(d). Within 3 Business Days of receipt of the Preliminary Settlement Statement, Buyer Xxxxx will deliver to Seller a written report containing all changes with the explanation therefor that Buyer Xxxxx proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by Seller will be used to adjust the Closing Cash Consideration at Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Preliminary Settlement Statement. Not less than 5 Business Days five business days prior to the Closing, Seller shall prepare and submit to Buyer for review, using the best information available to Seller, 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 calculation of the adjustments used to determine such amount, together with reasonable supporting documentation and the designation of Seller’s accounts account for the wire transfers of funds as set forth in Section 9.3(d8.3(a)(vii). Within 3 Business Days of three business days after receipt of the Preliminary Settlement Statement, Buyer Xxxxx will deliver to Seller a written report containing all changes with the explanation therefor that Buyer Xxxxx proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Partiesparties, will be used to adjust the Closing Cash Consideration Purchase Price at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior parties are unable to the Closingreach agreement, the Preliminary Settlement Statement as presented prepared by Seller will be used to adjust the Closing Cash Consideration Purchase Price at Closing, absent manifest error.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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Preliminary Settlement Statement. Not less than 5 five (5) Business Days prior to the Closing, Seller shall prepare and submit to Buyer for review, using the best information available to Seller, 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 calculation of the adjustments used to determine such amount, together with the designation of Seller’s accounts account for the wire transfers transfer of funds as set forth in Section Article 9.3(d). Within 3 three (3) Business Days of receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes with and an explanation of any such changes and the explanation reasons therefor that Buyer proposes to be made to the Preliminary Settlement Statement, together with the designation of Buyer’s account for the wire transfer of funds as set forth in Article 9.3(d). The Preliminary Settlement Statement, as agreed upon by the Parties, will be used parties shall attempt to adjust the Closing Cash Consideration at Closing. If the Parties cannot agree on the a final Preliminary Settlement Statement prior to Closing. If the Closing, parties are unable to agree on the final Preliminary Settlement Statement as presented by Seller will the Closing Date, Seller’s estimate shall be used to adjust determine the Closing Cash Consideration adjustments to the Purchase Price pursuant to Article 3.3 at Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Black Elk Energy Finance Corp.)

Preliminary Settlement Statement. Not less than 5 Business Days prior to the Closing, Seller EXCO shall prepare and submit to Buyer BG for review, using the best information available to SellerEXCO, a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash ConsiderationContribution, 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 SellerEXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(d). Within 3 Business Days of receipt of the Preliminary Settlement Statement, Buyer BG will deliver to Seller EXCO a written report containing all changes with the explanation therefor that Buyer BG proposes to be made to the Preliminary Settlement Statement. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration Contribution at Closing. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by Seller EXCO will be used to adjust the Closing Cash Consideration Contribution at Closing.

Appears in 1 contract

Samples: Contribution Agreement (Exco Resources Inc)

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