Common use of Preliminary Settlement Statement Clause in Contracts

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, the Contributor Representative shall prepare and submit to the Company for review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Contributor 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, and the calculation of the adjustments used to determine such amount, 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 each Contributor’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent Party. Within two (2) Business Days after the receipt of the Preliminary Settlement Statement by the Company, the Company shall deliver to the Contributor Representative a written report containing any and all changes that the Company proposes to be made to the Preliminary Settlement Statement together with the explanation therefor and the supporting documents thereof. The Company and the Contributor Representative shall, in good faith, attempt to agree in writing on any changes to the Preliminary Settlement Statement as soon as possible after the Contributor Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing by the Company and the Contributor Representative, will be used to adjust the 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, 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 Company pursuant to this Section 3.2(c); provided, further, that the Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 and any subsequently provided statement contemplated by this Section 3.2(c).

Preliminary Settlement Statement. Not less than On or before the day that is five (5) Business Days prior to the Closing, Sellers shall deliver to Purchaser a statement in the Contributor Representative shall prepare and submit to the Company for review a draft settlement statement form of Schedule 2(c)(vii) (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set setting forth the Contributor Representative’s Sellers’ 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, and the calculation calculations of the adjustments used to determine such amount, accompanied by reasonable supporting documentation provided by the Contributor Representative to the CompanyAggregate 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 also reflect the Contributor Percentage Interest set forth Sellers’ designated accounts for purposes of each Contributor as Purchaser’s payment of the Closing and the allocation of the Stock Consideration among all Contributors in accordance with each Contributor’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent Party. Within two (2) Business Days after the receipt of the Preliminary Settlement Statement by the Company, the Company shall deliver to the Contributor Representative a written report containing any and all changes that the Company proposes to be made to the Preliminary Settlement Statement together with the explanation therefor and the supporting documents thereofAdjusted Purchase Price. The Company and the Contributor Representative shall, in good faith, 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 any changes 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 Preliminary Settlement Statement as soon as possible after Sellers, based upon their Sharing Ratios, the Contributor Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing amount (if any) by which the Company and the Contributor Representative, will be used to adjust the 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 Adjusted Purchase Price exceeds the Preliminary Settlement StatementAdjusted Purchase Price paid to the Sellers at Closing, then or (B) the Sellers shall pay, based upon their Sharing Ratios, the amount of such un-agreed adjustment(s(if any) shall be that amount set forth in by which the draft Preliminary Settlement Statement delivered by Contributor Adjusted Purchase Price paid to the Company pursuant to this Section 3.2(c); provided, further, that Sellers at Closing exceeds the Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 and any subsequently provided statement contemplated by this Section 3.2(c)Adjusted Purchase Price.

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, the Contributor Representative shall prepare and submit to the Company for review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Contributor 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 $711,500,000750,000,000, 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, and the calculation of the adjustments used to determine such amount, 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 each Contributor’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent Party. Within two (2) Business Days after the receipt of the Preliminary Settlement Statement by the Company, the Company shall deliver to the Contributor Representative a written report containing any and all changes that the Company proposes to be made to the Preliminary Settlement Statement together with the explanation therefor and the supporting documents thereof. The Company and the Contributor Representative shall, in good faith, attempt to agree in writing on any changes to the Preliminary Settlement Statement as soon as possible after the Contributor Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing by the Company and the Contributor Representative, will be used to adjust the 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, 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 Company pursuant to this Section 3.2(c); provided, further, that the Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 and any subsequently provided statement contemplated by this Section 3.2(c).

Preliminary Settlement Statement. (a) Not less later than five (5) three Business Days prior to the ClosingClosing Date, the Contributor Representative shall Holdings LP will prepare and submit deliver to the Company for review AMID a draft preliminary settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that ), which shall set forth the Contributor Representativein reasonable detail and accompanied by supporting documentation, (i) Holdings LP’s good faith estimate of (A) Cash (the Stock Consideration “Estimated Cash”), (based upon a mutually agreed valuation B) the aggregate amount required to repay in full and extinguish the aggregate Indebtedness of the Transferred Interests Holdings Companies other than the SXE Companies, which shall be based on the Debt Payoff Letters to the extent applicable to Payoff Indebtedness (excluding the Grenadier Purchase Price) of $711,500,000, and the other adjustments in Section 3.2“Estimated Indebtedness”), reflecting (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 “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 adjustment made of Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital, Estimated Transaction Expenses and Estimated SXE Transaction Expenses determined as of 11:59 PM (Central Time) on the day immediately preceding the Closing Date, 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 this Agreement as GAAP and on a basis consistent with the preparation of the date of preparation of such Preliminary Settlement Statement, and the calculation of the adjustments used to determine such amount, 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 each Contributor’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent Party. Within two Balance Sheet (2) Business Days after the receipt of the Preliminary Settlement Statement by the Company, the Company shall deliver to the Contributor Representative a written report containing any and all changes that the Company proposes to be made to the Preliminary Settlement Statement together with the explanation therefor and the supporting documents thereof. The Company and the Contributor Representative shall, in good faith, attempt to agree in writing on any changes to the Preliminary Settlement Statement as soon as possible after the Contributor Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing by the Company and the Contributor Representative, will be used to adjust the Unadjusted Shares at the Closing; provided that if in the Company event of a conflict between GAAP and the Contributor Representative do not agree consistent application thereof, GAAP shall prevail), subject to such differences in writing upon any or all of the adjustments accounting principles, policies and procedures as are set forth in on Schedule 2.3(a) (the Preliminary Settlement Statement, 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 Company pursuant to this Section 3.2(c); provided, further, that the Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 and any subsequently provided statement contemplated by this Section 3.2(c“Applicable Accounting Principles”).

Preliminary Settlement Statement. Not A draft of the 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 the Closing, the Contributor Representative shall prepare and submit to the Company for review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Contributor 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, and the calculation of the adjustments used to determine such amount, accompanied by reasonable supporting documentation provided by the Contributor Representative to the Company. The Preliminary Settlement Statement shall also reflect set forth the Contributor Percentage Interest of each Contributor Purchase Price as of the adjusted as provided in this Section 2.2, which amount shall be paid at Closing and is referred to as the allocation of “Closing Amount.” If Buyer determines in good faith that the Stock Consideration among all Contributors Preliminary Settlement Statement delivered by Seller has not been prepared in accordance with each Contributor’s respective Contributor Percentage Intereststhe terms of this Agreement, which stated Contributor Percentage Interest and allocations of Stock Consideration, absent manifest error Buyer shall be final and binding and non-disputable by any Parent Party. Within contact Seller not less than two (2) Business Days after the receipt of the Preliminary Settlement Statement by the Company, the Company prior to Closing. In such case Seller and Buyer shall deliver in good faith attempt to the Contributor Representative a written report containing resolve any such disagreements and all changes that the Company proposes Seller shall in good faith consider Buyer’s concerns relating to be made such disagreements and make any amendment to the Preliminary Settlement Statement together with the explanation therefor that Seller reasonably deems necessary to correct such concerns. If Buyer and the supporting documents thereof. The Company and the Contributor Representative shall, in good faith, attempt to Seller agree in writing on any changes to the Seller’s proposed Preliminary Settlement Statement as soon as possible after based on such discussions, then the Contributor Representative’s receipt of Closing Amount to be paid at Closing shall be determined giving effect to such written report. The changes, and the Preliminary Settlement Statement, as agreed upon in writing by so adjusted, shall be deemed to be the Company Preliminary Settlement Statement for all purposes herein. If Buyer and the Contributor Representative, will be used to adjust the Unadjusted Shares at the Closing; provided that if the Company and the Contributor Representative Seller do not agree in writing upon on any or all of changes, then the adjustments Closing Amount to be paid at Closing shall be determined based on the amounts set forth in the Preliminary Settlement Statement, then the amount of such un-agreed adjustment(s) Statement initially delivered to Buyer. The Closing Amount shall be that amount set forth paid at Closing by wire transfer of immediately available funds as detailed in Section 2.1. After Closing, final adjustments to the draft Preliminary Purchase Price shall only be made pursuant to the Final Settlement Statement to be delivered by Contributor to the Company pursuant to this Section 3.2(c); provided, further, that the Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 and any subsequently provided statement contemplated by this Section 3.2(c)2.1.

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, the Contributor Representative Seller’s Representatives shall prepare and submit to the Company Buyer for review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Contributor Representative’s good faith estimate of the Stock Consideration (based upon a mutually agreed valuation of the Transferred Interests (excluding the Grenadier Adjusted 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 itemized calculation and reasonable supporting documentation of the adjustments used to determine such amount, accompanied by reasonable supporting documentation provided by together with the Contributor Representative to designation of Seller’s Representatives’ accounts for the Companywire transfers of funds and other applicable information set forth in Section 2.4. The Preliminary Settlement Statement shall also reflect set forth the Contributor Percentage Interest of each Contributor as of the Closing and the Seller’s Representatives’ good faith allocation of the Stock Consideration portion of the Adjusted Purchase Price payable at the Closing among all Contributors in accordance with each Contributorthe BJH Represented Sellers and the Xxxxxxx Represented Sellers, and shall provide wiring instructions for the Seller’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest Representative representing the BJH Represented Sellers and allocations of Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent PartyHN\1533753.22 the Seller’s Representative representing the Xxxxxxx Represented Sellers. Within two (2) three Business Days after the of receipt of the Preliminary Settlement Statement by the CompanyStatement, the Company shall Buyer will deliver to the Contributor Representative Seller’s Representatives a written report containing any and all changes (including the explanations therefor) that the Company Buyer proposes to be made to the Preliminary Settlement Statement together with Statement, which report, for the explanation therefor and avoidance of doubt, shall not challenge or address any allocation of the supporting documents thereof. The Company and Adjusted Purchase Price among the Contributor Representative shall, in good faith, attempt to agree in writing on any changes to Sellers that was proposed by the Preliminary Settlement Statement as soon as possible after the Contributor RepresentativeSeller’s receipt of such written reportRepresentatives. The Preliminary Settlement Statement, as agreed upon in writing by the Company and the Contributor RepresentativeParties, will be used to adjust set the Unadjusted Shares Adjusted Purchase Price at the Closing; provided that if the Company Buyer and the Contributor Representative Seller’s Representatives do not agree in writing upon any or all of the adjustments an adjustment set forth in the Preliminary Settlement Statement, then the amount of such un-agreed adjustment(s) adjustment used to adjust the Adjusted Purchase Price at Closing shall be that the amount set forth in the draft Preliminary Settlement Statement delivered proposed by Contributor to the Company pursuant to this Section 3.2(c); provided, further, that the Contributor Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 Seller’s Representatives in the Preliminary Settlement Statement and any subsequently provided statement contemplated originally delivered by the Seller’s Representatives to Buyer pursuant to this Section 3.2(c)3.4.

Preliminary Settlement Statement. Not less than five (5) Business Days prior to the Closing, the Contributor Seller’s Representative shall prepare and submit to the Company Buyer for review a draft settlement statement (as updated in accordance herewith, the “Preliminary Settlement Statement”) that shall set forth the Contributor Representative’s good faith estimate of the Stock Consideration (based upon a mutually agreed valuation of the Transferred Interests (excluding the Grenadier Adjusted 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 itemized calculation and reasonable supporting documentation of the adjustments used to determine such amount, accompanied by reasonable supporting documentation provided by together with the Contributor Representative to designation of Seller’s Representative’s accounts for the Companywire transfers of funds and other applicable information set forth in Section 2.4. The Preliminary Settlement Statement shall also reflect set forth the Contributor Percentage Interest of each Contributor as of the Closing and the Seller’s Representative’s good faith allocation of the Stock Consideration portion of the Adjusted Purchase Price payable at the Closing among all Contributors in accordance with each ContributorSellers, and shall provide wiring instructions for the Seller’s respective Contributor Percentage Interests, which stated Contributor Percentage Interest and allocations of Stock Consideration, absent manifest error shall be final and binding and non-disputable by any Parent PartyRepresentative. Within two (2) three Business Days after the of receipt of the Preliminary Settlement Statement by the CompanyStatement, the Company shall Buyer will deliver to the Contributor Seller’s Representative a written report containing any and all changes (including the explanations therefor) that the Company Buyer proposes to be made to the Preliminary Settlement Statement together with Statement, which report, for the explanation therefor and avoidance of doubt, shall not challenge or address any allocation of the supporting documents thereof. The Company and Adjusted Purchase Price among the Contributor Representative shall, in good faith, attempt to agree in writing on any changes to Sellers that was proposed by the Preliminary Settlement Statement as soon as possible after the Contributor Seller’s Representative’s receipt of such written report. The Preliminary Settlement Statement, as agreed upon in writing by the Company and the Contributor RepresentativeParties, will be used to adjust set the Unadjusted Shares Adjusted Purchase Price at the Closing; provided that if the Company Buyer and the Contributor Seller’s Representative do not agree in writing upon any or all of the adjustments an adjustment set forth in the Preliminary Settlement Statement, then the amount of such un-agreed adjustment(s) adjustment used to adjust the Adjusted Purchase Price at Closing shall be that the amount set forth in the draft Preliminary Settlement Statement delivered proposed by Contributor to the Company pursuant to this Section 3.2(c); provided, further, that the Contributor Seller’s Representative may update the Preliminary Settlement Statement up to one (1) Business Day prior to the Closing 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 and any subsequently provided statement contemplated originally delivered by the Seller’s Representative to Buyer pursuant to this Section 3.2(c)3.4.