Common use of Preparation of Estimated Closing Statement Clause in Contracts

Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency shall prepare in good faith and deliver to Buyer, at the sole expense of Regency, an estimated closing statement of Regency and the Regency Subsidiaries as of Closing Date (the "Estimated Closing Statement"), setting forth a detailed determination of the Estimated Purchase Price. The "Estimated Purchase Price" shall be $405,000,000 plus (A) the sum of (1) estimated amount of Reimbursable Acquisition Expenditures, if any, (2) the estimated amount of Capital Expenditure Surplus, if any, and (3) the estimated amount of Working Capital Surplus, if any, minus (B) the sum of (1) the Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, (4) the Escrow Amount, (5) to the extent unpaid prior to 11:59 p.m. on the Measurement Date, the Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts (based on amounts set forth in the Debt Payoff Letters and the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense Payoff Letter has not been provided for a Third Party Debt, Change of Control Amount, Severance Obligations Adjustment Amount or Expense, an estimate of such amounts, and in each case subject to final determination in the preparation of the Final Closing Statement). The Estimated Closing Statement shall also set forth the resulting estimated Closing Parent Amount. Each estimation shall be made as of 11:59 p.m. on the Measurement Date. (ii) If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Regency at least two Business Days prior to the Closing Date, and in such case Regency and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Regency agree on changes to the estimated Closing Parent Amount based on such discussions, then the Closing Parent Amount shall be paid at Closing based on such changes. If Buyer and Regency do not agree on changes to the estimated Closing Parent Amount, then the Closing Parent Amount shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Purchase Price shall be made after the Closing pursuant to Sections 2.3(b), (c), and (d).

Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency Seller shall prepare in good faith and deliver to Buyer, at least four Business Days prior to the Closing Date and at the sole expense of RegencySeller, an estimated closing a statement of Regency and the Regency Subsidiaries as of the Closing Date (the "“Estimated Closing Statement"”), setting forth a detailed determination of the Estimated Purchase PriceCash Amount. The "“Estimated Purchase Price" Cash Amount” shall be $405,000,000 150,000,000 minus the Credit Agreement Balance plus (A) the sum of (1) estimated amount of Reimbursable Acquisition the Capital Expenditures, if any, (2) the estimated amount of Capital Expenditure Surplus, if any, and (32) the estimated amount of Working Capital Surplus, if any, minus (B) the sum of (1) the Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, (4) the Escrow Amount, (5) to the extent unpaid prior to 11:59 p.m. on the Measurement Date, . The Debt Payoff Amount and the Expenses, the Severance Obligations Adjustment Amount and Amount, Change of Control Amounts (Amount, the amount of FAA Fees and the amount of Termination Fees to be used in the calculation of estimated Working Capital Deficit or estimated Working Capital Surplus shall be based on amounts set forth in the Debt Payoff Letters and Letter or the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense a Payoff Letter has not been provided for a Third Third-Party Debt, Change of Control Amount, Severance Obligations Adjustment Amount Amount, Expense, FAA Fees or ExpenseTermination Fees, an estimate of such amounts, and in each case case, shall be subject to final determination in the preparation of the Final Closing Statement). The Estimated Closing Statement shall also set forth the resulting estimated Closing Parent Amount. Each estimation shall be made as of 11:59 p.m. on the Measurement Date. (ii) . If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Regency Seller at least two Business Days prior to the Closing Date, and in such case Regency Seller and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Regency Seller agree on changes to the estimated Closing Parent Estimated Cash Amount based on such discussions, then the Closing Parent Estimated Cash Amount shall be paid at Closing based on such changes. If Buyer and Regency Seller do not agree on changes to the estimated Closing Parent Estimated Cash Amount, then the Closing Parent Estimated Cash Amount shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Purchase Price shall be made after the Closing pursuant to Sections 2.3(b), (c), and (d).

Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency Sellers’ Representative shall prepare in good faith and deliver to Buyer, at least five (5) Business Days prior to the anticipated Closing Date and at the sole expense of RegencySellers, an estimated closing a statement of Regency and the Regency Subsidiaries as of Closing Date (the "Estimated Closing Statement"), setting forth a detailed determination by Sellers in good faith of the Estimated Purchase Price. The "Estimated , balance of cash on hand of the Acquired Companies, and the Cash Purchase Price" shall be $405,000,000 plus , including a breakdown of each Seller’s Share thereof (A) the sum of (1) estimated amount of Reimbursable Acquisition Expenditures, if any, (2) the estimated amount of Capital Expenditure Surplus, if any, and (3) the estimated amount of Working Capital Surplus, if any, minus (B) the sum of (1) the Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, (4) the Escrow Amount, (5) to the extent unpaid prior to 11:59 p.m. on the Measurement Date, the Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts (based on amounts set forth in the Debt Payoff Letters and the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense Payoff Letter has not been provided for a Third Party Debt, Change of Control Amount, Severance Obligations Adjustment Amount or Expense, an estimate of such amounts, and in each case subject to final determination in the preparation of the Final “Estimated Closing Statement”). The Such Estimated Closing Statement shall also set forth include a reasonably detailed explanation and supporting detail of the resulting estimated calculations thereof. With respect to Sellers’ Representative’s estimate of the adjustments in Section 2.2(a)(v), (vi) and (vii), the Estimated Closing Parent Amount. Each estimation Statement shall be made prepared in accordance with GAAP, Annex 5, Annex 6 and Annex 7, as of 11:59 p.m. on the Measurement Date. (ii) applicable, and Exhibit G. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Regency deliver written notice of any such questions or disagreements to Sellers’ Representative at least two (2) Business Days prior to the anticipated Closing Date, and in such case Regency Sellers’ Representative and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Regency Sellers’ Representative agree on changes to the estimated Closing Parent Amount Estimated Purchase Price and the Cash Purchase Price based on such discussions, then the Closing Parent Amount shall Estimated Purchase Price and the Cash Purchase Price shall, for purposes of Section 2.2, be paid at Closing based on such changes. If Buyer and Regency Sellers’ Representative do not agree on changes to the estimated Closing Parent AmountEstimated Purchase Price and the Cash Purchase Price, then the Closing Parent Amount shall Estimated Purchase Price and the Cash Purchase Price shall, for purposes of Section 2.2, be paid at the Closing based on the amounts set forth in the Estimated Closing StatementStatement delivered by Sellers’ Representative. In either such case, appropriate adjustments to the Estimated Purchase Price and the Cash Purchase Price shall be made after the Closing pursuant to Sections 2.3(b), (c), and (d)this Section 2.3.

Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency Sellers shall prepare in good faith and deliver to Buyer, at least four (4) Business Days prior to the Closing Date and at the sole expense of RegencySellers, an estimated closing a statement of Regency and the Regency Subsidiaries as of Closing Date the Measurement Time (the "“Estimated Closing Statement"”), setting forth a detailed determination of the Estimated Purchase PriceCash Amount. The "“Estimated Purchase Price" Cash Amount” shall be an amount equal to (i) $405,000,000 210,000,000.00 (Two Hundred Ten Million dollars and no cents) plus (Aii) Reimbursable Capex minus (iii) the sum of (1A) estimated amount of Reimbursable Acquisition ExpendituresExpenses, if any, (2) to the estimated amount of Capital Expenditure Surplus, if anyextent not paid prior to the Measurement Time, and (3) the estimated amount of Working Capital Surplus, if any, minus (B) the sum of (1) the Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, plus (4iv) the Escrow Amountestimated amount of Working Capital Surplus, (5) to the extent unpaid prior to 11:59 p.m. on the Measurement Date, the Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts (if any. The Expenses shall be based on amounts set forth in the Debt Payoff Letters and the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense Payoff Letter has not been provided for a Third Party Debt, Change of Control Amount, Severance Obligations Adjustment Amount or an Expense, an estimate of such amountsamount, and in each case case, shall be subject to final determination in the preparation of the Final Closing Statement). The Estimated Closing Statement shall also set forth the resulting estimated Closing Parent Amount. Each estimation shall be made as of 11:59 p.m. on the Measurement Date. (ii) Time. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Regency Sellers at least two (2) Business Days prior to the Closing Date, and in such case Regency Sellers and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Regency Sellers agree on changes to the estimated Closing Parent Estimated Cash Amount based on such discussions, then the Closing Parent Estimated Cash Amount shall be paid at Closing based on such changes. If Buyer and Regency Sellers do not agree on changes to the estimated Closing Parent Estimated Cash Amount, then the Closing Parent Estimated Cash Amount shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Purchase Price Cash Amount shall be made after the Closing pursuant to Sections Section 2.3(b), (cSection 2.3(c), and (dSection 2.3(d).

Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency The Company shall prepare in good faith and deliver to Buyer, at least four Business Days prior to the Closing Date and at the sole expense of Regencythe Company, an estimated closing a statement of Regency and the Regency Subsidiaries as of the Closing Date (the "“Estimated Closing Statement"”), setting forth (i) a detailed determination of Estimated Net Working Capital and Estimated Capital Expenditure Adjustment Amount and (ii) based on such Estimated Net Working Capital and Estimated Capital Expenditure Adjustment Amount, the Estimated Purchase Price. The "Estimated Purchase Price" shall be $405,000,000 plus (A) the sum of (1) estimated amount of Reimbursable Acquisition Expenditures, if any, (2) the estimated amount of Capital Expenditure SurplusAggregate Consideration Adjustment Amount, if any, and (3) the estimated amount number of Transaction Units. The Expenses and the Debt Payoff Amount to be used in the calculation of Estimated Net Working Capital Surplus, if any, minus (B) the sum of (1) the Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, (4) the Escrow Amount, (5) to the extent unpaid prior to 11:59 p.m. on the Measurement Date, the Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts (shall be based on amounts set forth in the Debt Payoff Letters and the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense Payoff Letter has not been provided for a Third Party Debttherefor, Change of Control Amount, Severance Obligations Adjustment Amount or Expense, an the Company’s good faith estimate of such amounts, and in each case case, shall be subject to final determination in the preparation of the Final Closing Statement). The Estimated Closing Statement shall also set forth the resulting estimated Closing Parent Amount. Each estimation shall be made as of 11:59 p.m. on the Measurement Date. (ii) . If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Regency the Sellers at least two Business Days prior to the Closing Date, and in such case Regency the Sellers and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Regency the Sellers agree on changes to the estimated Closing Parent Company’s proposed Estimated Net Working Capital, the Company’s proposed Estimated Capital Expenditure Adjustment Amount, Estimated Aggregate Consideration Adjustment Amount or the Company’s calculation of the number of Transaction Units based on such discussions, then the number of Transaction Units to be issued at Closing Parent Amount shall be paid at Closing based on such changes. If Buyer and Regency Sellers do not agree on changes to the estimated Closing Parent Amountsuch amounts, then the Closing Parent Amount such amounts shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Purchase Price shall be made after the Closing pursuant to Sections 2.3(a), 2.3(b), (c), and (d2.3(c).

Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency Nexus shall prepare in good faith and deliver to BuyerRegency, at least four (4) Business Days prior to the Closing Date and at the sole expense of RegencyNexus, an estimated closing a statement of Regency and the Regency Subsidiaries as of Closing Date (the "“Estimated Closing Statement"”), setting forth (i) Expenses, the Debt Payoff Amount and a reasonably detailed determination of Nexus’ estimate of Net Working Capital, (ii) based on such Estimated Net Working Capital, the Estimated Purchase Price. The "Estimated Purchase Price" shall be $405,000,000 plus (A) the sum of (1) estimated amount of Reimbursable Acquisition Expenditures, if any, (2) the estimated amount of Working Capital Expenditure SurplusAdjustment Amount, if any, and (3iii) Nexus’ calculation of the estimated amount of Working Capital Surplus, if any, minus (B) Closing Payment Amount. The Expenses and the sum of (1) the Debt Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, (4) the Escrow Amount, (5) Amount to the extent unpaid prior to 11:59 p.m. be set forth on the Measurement Date, the Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts (Estimated Closing Statement shall be based on amounts set forth in the Debt Payoff Letters and the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense Payoff Letter has not been provided for a any Expense or Third Party Debt, Change of Control Amount, Severance Obligations Adjustment Amount or Expense, an Nexus’ good faith estimate of such amountsamount, and in each case case, shall be subject to final determination in the preparation of the Final Closing Statement). The Estimated Closing Statement shall also set forth the resulting estimated Closing Parent Amount. Each estimation shall be made as of 11:59 p.m. on the Measurement Date. (ii) If Buyer Regency has any questions or disagreements regarding the Estimated Closing Statement, Buyer Regency shall contact Regency Member at least two (2) Business Days prior to the Closing Date, and in such case Member and Regency and Buyer shall in good faith attempt to resolve any disagreements. If Buyer Regency and Regency Member agree on changes to Nexus’ proposed Estimated Closing Statement (including the estimated Expenses, the Debt Payoff Amount, the calculation of the Estimated Net Working Capital, Estimated Working Capital Adjustment Amount or Closing Parent Payment Amount set forth therein) based on such discussions, then the Closing Parent Payment Amount shall to be paid at Closing based on shall be determined giving effect to such changeschanges (and the Estimated Closing Statement, as so adjusted, shall be deemed to be the Estimated Closing Statement for all purposes herein). If Buyer Regency and Regency Member do not agree on changes to the estimated Closing Parent Amountsuch amounts, then the Closing Parent Payment Amount shall to be paid at the Closing shall be determined based on the amounts set forth in the Estimated Closing StatementStatement initially delivered by Nexus. In either such case, appropriate adjustments to the Purchase Price Merger Consideration shall be made after the Closing pursuant to Sections 2.3(b2.8(a), (c2.8(b), and (d2.8(c).