Common use of Preliminary Settlement Statement Clause in Contracts

Preliminary Settlement Statement. No later than three (3) Business Days prior to the Closing Date, Seller shall submit to Purchaser a preliminary settlement statement in substantially the form of Exhibit H (the “Preliminary Settlement Statement”) and include therewith an estimate, prepared in good faith, of the Purchase Price due by Purchaser, taking into account the estimate of adjustments permitted hereunder as identified on such form. In connection with Seller’s preparation of the Preliminary Settlement Statement, Purchaser shall cooperate by timely delivering to Seller all information in its possession relevant to the preparation of the Preliminary Settlement Statement that is requested by Seller and that relates to the Properties. Purchaser shall have two (2) Business Days to review the Preliminary Settlement Statement. On the Day following the expiration of such two (2) Business Day review period, Purchaser shall submit a written report containing any changes Purchaser proposes to be made to the Preliminary Settlement Statement. The Parties shall attempt to agree on a final Preliminary Settlement Statement no later than one (1) Day prior to Closing. If the Parties are unable to HOUSTON 1151220v.11 agree prior to the Closing Date, Seller’s good faith estimate shall be used to determine the adjustments to the Purchase Price to be used at Closing in the Preliminary Settlement Statement.

Preliminary Settlement Statement. No To facilitate the Closing, the parties agree that the payment made on the Closing Date pursuant to Section 3.1 shall be computed based upon the aggregate balance of all Deposit Liabilities (including the Accrued Interest on the Deposit Liabilities paid for by the Seller as interest to the depositors in Seller’s ordinary course of business calculated through the Closing Date and not the Estimation Date) and the aggregate principal amount of all Loans (including Accrued Interest on the Loans calculated through the Closing Date and not the Estimation Date) as of the close of business of the Business Day seven (7) Business Days preceding the Closing Date (the “Estimation Date”). Not less than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a preliminary settlement statement, as of the Estimation Date, in substantially the form set forth on Schedule 3.3 (the “Preliminary Settlement Statement”), together with a schedule of the Deposit Accounts as of the Estimation Date. Buyer shall have the opportunity to review the Preliminary Settlement Statement, and shall notify Seller of any objections to the Preliminary Settlement Statement no later than three (3) Business Days prior to the Closing Date. Prior to the Closing, Seller and Bxxxx shall submit to Purchaser a preliminary settlement statement in substantially agree upon the form of Exhibit H (the “Preliminary Settlement Statement”) information and include therewith an estimate, prepared in good faith, of the Purchase Price due by Purchaser, taking into account the estimate of adjustments permitted hereunder as identified calculations set forth on such form. In connection with Seller’s preparation of the Preliminary Settlement Statement, Purchaser shall cooperate by timely delivering to Seller all information in its possession relevant to the preparation of the Preliminary Settlement Statement that is requested by Seller and that relates to the Properties. Purchaser shall have two (2) Business Days to review the Preliminary Settlement Statement. On the Day following the expiration of such two (2) Business Day review period, Purchaser shall submit a written report containing any changes Purchaser proposes to be made to the Preliminary Settlement Statement. The Parties shall attempt to agree on a final Preliminary Settlement Statement no later than one (1) Day prior to Closing. If the Parties are unable to HOUSTON 1151220v.11 agree prior to the Closing Date, Seller’s good faith estimate shall be used to determine the adjustments to basis of the Purchase Price payment to be used made at Closing in the Preliminary Settlement Statementpursuant to Section 3.1.

Preliminary Settlement Statement. No later than three (3) Business five Days prior to the Closing Date, Seller shall submit to Purchaser a preliminary settlement statement in substantially the form of Exhibit H (the “Preliminary Settlement Statement”) and include therewith setting forth an estimate, prepared in good faith, estimate of the Adjustments, the Closing Amount and the Adjusted Purchase Price due by Purchaserthrough and including the Closing Date, taking together with associated backup documentation. To the extent available, actual numbers shall be used in preparing the Preliminary Settlement Statement. However, if actual numbers are not available, Seller shall use commercially reasonable and good faith estimates, which estimates shall be then adjusted to take into account the estimate of adjustments permitted hereunder as identified on such form. In actual numbers in connection with Seller’s preparation the Final Settlement Statement. No later than the third Business Day following delivery by Seller of the Preliminary Settlement Statement, Purchaser shall cooperate by timely delivering to Seller all information in its possession relevant to the preparation of the Preliminary Settlement Statement that is requested by Seller and that relates to the Properties. Purchaser shall have two (2) Business Days to review the Preliminary Settlement Statement. On the Day following the expiration of such two (2) Business Day review period, Purchaser Buyer shall submit a written report containing any changes Purchaser Buyer proposes to be made to the Preliminary Settlement Statement. The Parties shall attempt to agree on a final Preliminary Settlement Statement no later than one (1) Day prior to Closing. If the Parties are unable to HOUSTON 1151220v.11 agree prior to the Closing Dateby that date, Seller’s good faith estimate shall be used to determine the adjustments to the Base Purchase Price pursuant to Section 2.3 and the Closing Amount to be used at Closing in the Preliminary Settlement StatementClosing.

Preliminary Settlement Statement. No Not later than three November 27, 2017 (3or, if Buyer exercises its right to extend the Target Closing Date under Section 8.1, December 13, 2017) Business Days prior to Closing, Sellers shall prepare and deliver to Buyer, using and based upon the best information available to Sellers, a closing statement estimating the Purchase Price after giving effect to all adjustments to the Purchase Price set forth in Section 3.3, setting forth each adjustment to the Purchase Price it anticipates to be appropriate as of the Closing Date necessary to determine the Adjusted Purchase Price (as of the Closing Date, Seller shall submit to Purchaser a preliminary settlement statement ) and providing supporting documentation showing the calculation of such adjustments in substantially the form of Exhibit H accordance with Article III (the “Preliminary Settlement Statement”) and ). The Preliminary Settlement Statement shall also include therewith an estimate, prepared in good faith, wire instructions for each account receiving a portion of the Purchase Price due by Purchaser, taking into account Closing Cash Payment and the estimate of adjustments permitted hereunder as identified on amount to be wired to each such formaccount. In connection with Seller’s preparation of the Preliminary Settlement Statement, Purchaser shall cooperate by timely delivering to Seller all information in its possession relevant to the preparation Buyer will have three (3) Business Days after receipt of the Preliminary Settlement Statement that is requested by Seller and that relates to the Properties. Purchaser shall have two (2) Business Days to review such statement and to provide written notice to Sellers of Buyer’s objection to any item on the Preliminary Settlement Statementstatement. On Buyer’s notice shall clearly identify the Day following item(s) objected to and the expiration of such two (2) Business Day review period, Purchaser shall submit a written report containing any changes Purchaser proposes to be made to reasons and support for the Preliminary Settlement Statementobjection(s). The Parties shall attempt to agree on a final Preliminary Settlement Statement the amount of the Adjusted Purchase Price to be paid at the Closing no later than one (1) Business Day prior to before Closing. If the Parties are unable to HOUSTON 1151220v.11 do not agree prior to the Closing Dateby that date, Seller’s good faith estimate shall be used to determine the adjustments to the Purchase Price at Closing, subject to be used at Closing further adjustments as set forth in the Preliminary Settlement StatementSection 3.5.

Preliminary Settlement Statement. No later than three On or before the fifth (35th) Business Days Day prior to the Closing DateClosing, Seller shall prepare and submit to Purchaser Buyer for review a preliminary draft settlement statement in substantially the form of Exhibit H (the “Preliminary Settlement Statement”) and include therewith an estimate, prepared in that shall set forth Seller’s good faith, faith estimate of the Purchase Price due by PurchaserPrice, taking into account reflecting each proposed adjustment to be made in accordance with this Agreement as of the estimate date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments permitted hereunder as identified on used to determine such form. In connection amount, together with the designation of Seller’s preparation accounts for the wire transfers of funds as set forth in Section 4.3(a). Within two (2) Business Days after receipt of the Preliminary Settlement Statement, Purchaser shall cooperate by timely delivering Buyer will deliver to Seller all information in its possession relevant to the preparation of the Preliminary Settlement Statement that is requested by Seller and that relates to the Properties. Purchaser shall have two (2) Business Days to review the Preliminary Settlement Statement. On the Day following the expiration of such two (2) Business Day review period, Purchaser shall submit a written report prepared in good faith containing any all changes Purchaser that Buyer proposes to be made to the Preliminary Settlement Statement, if any, together with a brief explanation of such changes (a “Dispute Notice”). The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Base Purchase Price at Closing; provided, that if the Parties shall attempt to cannot agree on a final the Preliminary Settlement Statement no later than one (1) Day prior to Closing. If the Parties are unable to HOUSTON 1151220v.11 agree prior to the Closing DateClosing, Seller’s good faith estimate shall be used to determine control at Closing and after Closing, the adjustments to the Base Purchase Price to shall be used at Closing further adjusted under the Final Settlement Statement as set forth in the Preliminary Settlement StatementSection 8.13.

Preliminary Settlement Statement. No later than three five (35) Business Days prior to the Closing Date, Seller Sellers shall submit to Purchaser Buyer a preliminary settlement statement in substantially setting forth Sellers’ good faith computation of the form of Exhibit H adjustments to the Purchase Price pursuant to Section 3.3 (the “Preliminary Settlement Statement”). Sellers shall provide Buyer reasonably sufficient data and information supporting the amounts reflected on the Preliminary Settlement Statement (and reasonable access to Sellers’ Representatives) and include therewith to permit Buyer to perform or cause to be performed an estimate, prepared in good faith, of the Purchase Price due by Purchaser, taking into account the estimate of adjustments permitted hereunder as identified on such form. In connection with Seller’s preparation audit of the Preliminary Settlement Statement, Purchaser shall cooperate by timely delivering to Seller all information in its possession relevant to the preparation of the Preliminary Settlement Statement that is requested by Seller and that relates to the Properties. Purchaser Buyer shall have two (2) Business Days following its receipt thereof to review the Preliminary Settlement Statement. On the Business Day following the expiration of such two (2) Business Day review period, Purchaser shall Buyer may submit a written report containing any changes Purchaser Buyer proposes to be made to the Preliminary Settlement Statement. The Parties shall attempt in good faith to agree on a final Preliminary Settlement Statement and Adjusted Purchase Price no later than one (1) Business Day prior to Closing. If the Parties are unable to HOUSTON 1151220v.11 agree prior to the Closing Date, Seller’s good faith estimate shall be used to determine the adjustments to the Purchase Price to be used at Closing on an adjustment set forth in the Preliminary Settlement StatementStatement one (1) Business Day prior to Closing, then the amount of such adjustment used to adjust the Purchase Price at Closing shall be the amount set forth in the Preliminary Settlement Statement delivered by Sellers pursuant to this Section 3.5, with such adjustments as the Parties have agreed.