Common use of Preliminary Settlement Statement Clause in Contracts

Preliminary Settlement Statement. On or before the day that is five Business Days prior to Closing, Sellers shall deliver to Purchaser a statement in the form of Schedule 2(c)(vii) (the “Preliminary Settlement Statement”) setting forth Sellers’ good faith calculations of the adjustments to the Aggregate Purchase Price set forth in Section 2(c) (the Aggregate Purchase Price, as so adjusted “Preliminary Adjusted Purchase Price”), prepared in good faith using the best information reasonably available to Sellers at the Closing Date, along with such data in Sellers’ possession as is reasonably necessary to support such calculations. The Preliminary Settlement Statement also shall set forth Sellers’ designated accounts for purposes of Purchaser’s payment of the Adjusted Purchase Price. The Parties shall attempt to agree in writing upon the Adjusted Purchase Price prior to Closing, and in the event the Parties cannot agree upon the Adjusted Purchase Price prior to Closing, Purchaser shall pay the Preliminary Adjusted Purchase Price to Sellers at Closing, and the Parties shall engage in good faith negotiations to agree on the Adjusted Purchase Price. If the Adjusted Purchase Price is not agreed to by the Parties within 30 days after the Closing Date, the dispute shall be submitted to arbitration in accordance with Section 15(f). Within 10 Business Days after final agreement or determination of the Adjusted Purchase Price, (A) the Purchaser shall pay to the Sellers, based upon their Sharing Ratios, the amount (if any) by which the Adjusted Purchase Price exceeds the Preliminary Adjusted Purchase Price paid to the Sellers at Closing, or (B) the Sellers shall pay, based upon their Sharing Ratios, the amount (if any) by which the Preliminary Adjusted Purchase Price paid to the Sellers at Closing exceeds the Adjusted Purchase Price.

Preliminary Settlement Statement. On or before the day that is five (a) Not later than three Business Days prior to Closingthe Closing Date, Sellers shall Holdings LP will prepare and deliver to Purchaser AMID a preliminary settlement statement in the form of Schedule 2(c)(vii) (the “Preliminary Settlement Statement”) setting forth Sellers’ good faith calculations of the adjustments to the Aggregate Purchase Price ), which shall set forth in Section 2(creasonable detail and accompanied by supporting documentation, (i) Holdings LP’s good faith estimate of (A) Cash (the “Estimated Cash”), (B) 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 (the “Estimated Indebtedness”), (C) Net Working Capital (the “Estimated Net Working Capital”), (D) all Transaction Expenses that are accrued or due and remain unpaid, or remain unreimbursed by Holdings LP, or Transaction Expenses that have been paid by any SXE Company (without reimbursement by Holdings LP or any Holdings Company (other than a SXE Company) to an SXE Company) (the Aggregate Purchase Price“Estimated Transaction Expenses”) and (E) all SXE Transaction Expenses that are accrued or due and remain unpaid, or remain unreimbursed by SXE, or SXE Transaction Expenses that have been paid by Holdings GP, Holdings LP or any Holdings Company (other than an SXE Company) (without reimbursement by an SXE Company to Holdings GP, Holdings LP or any Holdings Company (other than an SXE Company)) (the “Estimated SXE Transaction Expenses”) (with each of Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital, Estimated Transaction Expenses and Estimated SXE Transaction Expenses determined as so adjusted “Preliminary Adjusted Purchase Price”), prepared in good faith using of 11:59 PM (Central Time) on the best information reasonably available to Sellers at day immediately preceding the Closing Date, along and, except for Estimated Transaction Expenses and Estimated SXE Transaction Expenses, without giving effect to the Transactions or the SXE Merger Transactions) and (ii) on the basis of the foregoing, a calculation of the AMID Common Unit Consideration. Estimated Cash, Estimated Indebtedness and Estimated Net Working Capital shall be calculated in accordance with GAAP and on a basis consistent with the preparation of the Balance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such data differences in Sellers’ possession accounting principles, policies and procedures as is reasonably necessary to support such calculations. are set forth on Schedule 2.3(a) (the “Applicable Accounting Principles”). (b) The Preliminary Settlement Statement also shall set forth Sellers’ designated accounts be subject to AMID’s approval, which shall not be unreasonably withheld, conditioned or delayed, and the approved Preliminary Settlement Statement shall be used for purposes of Purchaserdetermining the amounts paid hereunder on the Closing Date; provided, however, that AMID’s payment approval of such amounts shall not limit or otherwise affect AMID’s remedies under this Agreement or constitute acknowledgement of AMID of the Adjusted Purchase Priceaccuracy thereof. The Parties shall attempt If AMID does not object to agree in writing upon the Adjusted Purchase Price prior to Closing, and in the event the Parties cannot agree upon the Adjusted Purchase Price prior to Closing, Purchaser shall pay the Preliminary Adjusted Purchase Price to Sellers at Closing, and Settlement Statement by the Parties shall engage in good faith negotiations to agree opening of business on the Adjusted Purchase Price. If the Adjusted Purchase Price is not agreed to by the Parties within 30 days after Business Day next preceding the Closing Date, then the dispute Preliminary Settlement Statement shall be submitted to arbitration in accordance with Section 15(f). Within 10 Business Days after final agreement or determination of the Adjusted Purchase Price, (A) the Purchaser shall pay to the Sellers, based upon their Sharing Ratios, the amount (if any) so deemed approved by which the Adjusted Purchase Price exceeds the Preliminary Adjusted Purchase Price paid to the Sellers at Closing, or (B) the Sellers shall pay, based upon their Sharing Ratios, the amount (if any) by which the Preliminary Adjusted Purchase Price paid to the Sellers at Closing exceeds the Adjusted Purchase PriceAMID.

Preliminary Settlement Statement. On or before the day that is Not less than five Business Days prior to the Closing, Sellers Seller’s Representatives shall deliver prepare and submit to Purchaser Buyer for review a draft settlement statement in the form of Schedule 2(c)(vii) (the “Preliminary Settlement Statement”) setting that shall set forth Sellers’ good faith calculations the Adjusted Purchase 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 Aggregate Purchase Price designation of Seller’s Representatives’ accounts for the wire transfers of funds and other applicable information set forth in Section 2(c) (the Aggregate Purchase Price, as so adjusted “Preliminary Adjusted Purchase Price”), prepared in good faith using the best information reasonably available to Sellers at the Closing Date, along with such data in Sellers’ possession as is reasonably necessary to support such calculations2.4. The Preliminary Settlement Statement shall also shall set forth Sellersthe Seller’s Representatives’ designated accounts for purposes good faith allocation of Purchaser’s payment the portion of the Adjusted Purchase PricePrice payable at the Closing among the BJH Represented Sellers and the Xxxxxxx Represented Sellers, and shall provide wiring instructions for the Seller’s Representative representing the BJH Represented Sellers and HN\1533753.22 the Seller’s Representative representing the Xxxxxxx Represented Sellers. The Parties Within three Business Days of receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller’s Representatives a written report containing all changes (including the explanations therefor) that Buyer proposes to be made to the Preliminary Settlement Statement, which report, for the avoidance of doubt, shall attempt to agree in writing upon not challenge or address any allocation of the Adjusted Purchase Price prior among the Sellers that was proposed by the Seller’s Representatives. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to Closing, and in the event the Parties cannot agree upon set the Adjusted Purchase Price prior to at Closing, Purchaser shall pay ; provided that if Buyer and Seller’s Representatives do not agree upon an adjustment set forth in the Preliminary Adjusted Purchase Price Settlement Statement, then the amount of such adjustment used to Sellers at Closing, and the Parties shall engage in good faith negotiations to agree on the Adjusted Purchase Price. If adjust the Adjusted Purchase Price is not agreed to at Closing shall be the amount proposed by Seller’s Representatives in the Preliminary Settlement Statement originally delivered by the Parties within 30 days after the Closing Date, the dispute shall be submitted Seller’s Representatives to arbitration in accordance with Buyer pursuant to this Section 15(f). Within 10 Business Days after final agreement or determination of the Adjusted Purchase Price, (A) the Purchaser shall pay to the Sellers, based upon their Sharing Ratios, the amount (if any) by which the Adjusted Purchase Price exceeds the Preliminary Adjusted Purchase Price paid to the Sellers at Closing, or (B) the Sellers shall pay, based upon their Sharing Ratios, the amount (if any) by which the Preliminary Adjusted Purchase Price paid to the Sellers at Closing exceeds the Adjusted Purchase Price3.4.

Preliminary Settlement Statement. On or before the day that is five (i) At least three Business Days prior to before Closing, Sellers Seller shall deliver submit in writing to Purchaser a statement in the form of Schedule 2(c)(vii) Buyer its good faith determination (the “Preliminary Settlement Statement”) setting forth Sellers’ good faith calculations of the adjustments Closing Payment. Prior to Closing, the Aggregate Purchase Price set forth in Section 2(c) (the Aggregate Purchase Price, as so adjusted “Preliminary Adjusted Purchase Price”), prepared Parties shall cooperate in good faith using to answer any questions and resolve any issues raised in good faith by Buyer and its Representatives in connection with their review of the best information reasonably available to Sellers at Preliminary Settlement Statement. (ii) If the Closing DatePayment includes a reduction in the Purchase Price for any Adjustment Amount, along with such data Seller may provide in Sellers’ possession as is reasonably necessary to support such calculations. The the Preliminary Settlement Statement also shall set forth Sellers’ designated accounts for purposes of Purchaser’s payment its good faith determination that (A) with respect to any Adjustment Amount made pursuant to clause (a) of the Adjusted Purchase Price. The Parties definition of Adjustment Amount, the Major Customer does not have the right to reduce the Base Fee and the Exercised Option Fee pursuant to Section 1.3(b)(i) of the Terminal Services Agreement; (B) with respect to any Adjustment Amount made pursuant to clause (b) of the definition of Adjustment Amount, the Major Customer does not have the right to reduce the Base Fee and the Exercised Option Fee pursuant to Section 1.3(b)(ii) of the Terminal Services Agreement; and/or (C) with respect to any Adjustment Amount made pursuant to clause (c) of the definition of Adjustment Amount, the Major Customer does not have the right to reduce the TSA Minimum Volume Commitment pursuant to Section 1.3(c) of the Terminal Services Agreement (the sum of all portions of the Adjustment Amount with respect to which Seller provides such a determination shall attempt to agree in writing upon be the Adjusted Purchase Price prior to Closing, and “Contested Amounts”). (iii) If Seller has specified any Contested Amounts in the event the Parties cannot agree upon the Adjusted Purchase Price prior to ClosingPreliminary Settlement Statement, Purchaser shall pay the Preliminary Adjusted Purchase Price to Sellers at Closing, and the Parties shall engage in good faith negotiations to agree on the Adjusted Purchase Price. If the Adjusted Purchase Price is not agreed to by the Parties within 30 days after the Closing Date, the dispute shall be submitted to arbitration in accordance with Section 15(f). Within 10 Business Days after final agreement or determination of the Adjusted Purchase Price, then (A) the Purchaser Company shall invoice the Major Customer under the Terminal Services Agreement on the basis of Seller’s good faith determination with respect to Section 1.3 of the Terminal Services Agreement as reflected in the Preliminary Settlement Statement; (B) if at any time during the first three months following the Commencement Date, the Major Customer delivers written confirmation to the Company acknowledging its obligation to pay under the Terminal Services Agreement in accordance with all or part of Seller’s good faith determination, Buyer shall pay to Seller within 10 Business Days following receipt of such written confirmation, in cash by wire transfer of immediately available funds to the Sellersaccount specified for the Closing Payment, based upon their Sharing Ratios, an amount equal to the amount (if any) by portion of the Contested Amounts with respect to which the Adjusted Purchase Price exceeds Major Customer has confirmed Seller’s good faith determination in writing; and (C) if the Preliminary Adjusted Purchase Price paid to Major Customer does not provide the Sellers at Closing, or written confirmation described in clause (B) above and pays the Sellers Company’s invoices relating to the first three months following the Commencement Date (1) in a manner that is consistent with Seller’s good faith determination with respect to all of the clauses of the definition of Adjustment Amount, then Buyer shall paypay to Seller within 10 Business Days following such payment by the Major Customer, based upon their Sharing Ratiosin cash by wire transfer of immediately available funds to the account specified for the Closing Payment, an amount equal to the Contested Amounts, (2) in a manner consistent with Seller’s good faith determination with respect to some (but not all) of the clauses of the definition of Adjustment Amount, then Buyer shall pay to Seller within 10 Business Days following such payment by the Major Customer, in cash by wire transfer of immediately available funds to the account specified for the Closing Payment, an amount (if any) by equal to the portion of the Contested Amounts that relate to the clauses of the definition of Adjustment Amount with respect to which the Preliminary Adjusted Purchase Price paid Major Customer’s payments were consistent, and Buyer shall be entitled to release and retain the Sellers at Closing exceeds remaining portion of the Adjusted Purchase PriceContested Amounts or (3) in a manner that is other than as described in clause (1) or (2) above, then Buyer shall be entitled to release and retain the full amount of the Contested Amounts.

Preliminary Settlement Statement. On or before A draft of the day that is Preliminary Settlement Statement will be prepared in good faith by Seller in accordance with the terms of this Agreement using the best information available and provided to Buyer not less than five (5) Business Days prior to Closing, Sellers shall deliver to Purchaser a statement in the form of Schedule 2(c)(vii) (the “Preliminary Settlement Statement”) setting forth Sellers’ good faith calculations of the adjustments to the Aggregate Purchase Price set forth in Section 2(c) (the Aggregate Purchase Price, as so adjusted “Preliminary Adjusted Purchase Price”), prepared in good faith using the best information reasonably available to Sellers at the Closing Date, along with such data in Sellers’ possession as is reasonably necessary to support such calculations. The Preliminary Settlement Statement also shall set forth Sellers’ designated accounts for purposes of Purchaser’s payment of the Adjusted Purchase Price. The Parties shall attempt to agree in writing upon the Adjusted Purchase Price as adjusted as provided in this Section 2.2, which amount shall be paid at Closing and is referred to as the “Closing Amount.” If Buyer determines in good faith that the Preliminary Settlement Statement delivered by Seller has not been prepared in accordance with the terms of this Agreement, Buyer shall contact Seller not less than two (2) Business Days prior to Closing, . In such case Seller and Buyer shall in the event the Parties cannot agree upon the Adjusted Purchase Price prior good faith attempt to Closing, Purchaser resolve any such disagreements and Seller shall pay in good faith consider Buyer’s concerns relating to such disagreements and make any amendment to the Preliminary Adjusted Purchase Price Settlement Statement that Seller reasonably deems necessary to Sellers correct such concerns. If Buyer and Seller agree on changes to Seller’s proposed Preliminary Settlement Statement based on such discussions, then the Closing Amount to be paid at ClosingClosing shall be determined giving effect to such changes, and the Parties Preliminary Settlement Statement, as so adjusted, shall engage in good faith negotiations be deemed to be the Preliminary Settlement Statement for all purposes herein. If Buyer and Seller do not agree on any changes, then the Adjusted Purchase PriceClosing Amount to be paid at Closing shall be determined based on the amounts set forth in the Preliminary Settlement Statement initially delivered to Buyer. If The Closing Amount shall be paid at Closing by wire transfer of immediately available funds as detailed in Section 2.1. After Closing, final adjustments to the Adjusted Purchase Price is not agreed to by the Parties within 30 days after the Closing Date, the dispute shall only be submitted to arbitration in accordance with Section 15(f). Within 10 Business Days after final agreement or determination of the Adjusted Purchase Price, (A) the Purchaser shall pay made pursuant to the Sellers, based upon their Sharing Ratios, the amount (if any) by which the Adjusted Purchase Price exceeds the Preliminary Adjusted Purchase Price paid Final Settlement Statement to the Sellers at Closing, or (B) the Sellers shall pay, based upon their Sharing Ratios, the amount (if any) by which the Preliminary Adjusted Purchase Price paid be delivered pursuant to the Sellers at Closing exceeds the Adjusted Purchase PriceSection 2.1.

Preliminary Settlement Statement. On or before the day that is Not less than five Business Days prior to the Closing, Sellers Seller’s Representative shall deliver prepare and submit to Purchaser Buyer for review a draft settlement statement in the form of Schedule 2(c)(vii) (the “Preliminary Settlement Statement”) setting that shall set forth Sellers’ good faith calculations the Adjusted Purchase 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 Aggregate Purchase Price designation of Seller’s Representative’s accounts for the wire transfers of funds and other applicable information set forth in Section 2(c) (the Aggregate Purchase Price, as so adjusted “Preliminary Adjusted Purchase Price”), prepared in good faith using the best information reasonably available to Sellers at the Closing Date, along with such data in Sellers’ possession as is reasonably necessary to support such calculations2.4. The Preliminary Settlement Statement shall also shall set forth Sellers’ designated accounts for purposes the Seller’s Representative’s good faith allocation of Purchaser’s payment the portion of the Adjusted Purchase PricePrice payable at the Closing among Sellers, and shall provide wiring instructions for the Seller’s Representative. The Parties Within three Business Days of receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller’s Representative a written report containing all changes (including the explanations therefor) that Buyer proposes to be made to the Preliminary Settlement Statement, which report, for the avoidance of doubt, shall attempt to agree in writing upon not challenge or address any allocation of the Adjusted Purchase Price prior among the Sellers that was proposed by the Seller’s Representative. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to Closing, and in the event the Parties cannot agree upon set the Adjusted Purchase Price prior to at Closing, Purchaser shall pay ; provided that if Buyer and Seller’s Representative do not agree upon an adjustment set forth in the Preliminary Adjusted Purchase Price Settlement Statement, then the amount of such adjustment used to Sellers at Closing, and the Parties shall engage in good faith negotiations to agree on the Adjusted Purchase Price. If adjust the Adjusted Purchase Price is not agreed to at Closing shall be the amount proposed by Seller’s Representative in the Preliminary Settlement Statement originally delivered by the Parties within 30 days after the Closing Date, the dispute shall be submitted Seller’s Representative to arbitration in accordance with Buyer pursuant to this Section 15(f). Within 10 Business Days after final agreement or determination of the Adjusted Purchase Price, (A) the Purchaser shall pay to the Sellers, based upon their Sharing Ratios, the amount (if any) by which the Adjusted Purchase Price exceeds the Preliminary Adjusted Purchase Price paid to the Sellers at Closing, or (B) the Sellers shall pay, based upon their Sharing Ratios, the amount (if any) by which the Preliminary Adjusted Purchase Price paid to the Sellers at Closing exceeds the Adjusted Purchase Price3.4.