Common use of Adjustment to Payment at Closing Clause in Contracts

Adjustment to Payment at Closing. (a) Within 75 days following the Closing Date, SEP shall prepare and deliver to Contributor a statement (the “Initial Statement”) calculating and setting forth in accordance with GAAP (i) the actual Working Capital on the Closing Date, (ii) the actual Notes Balance on the Closing Date and (iii) the actual Cenex Adjustment as of the Closing Date, which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement shall be prepared in accordance with the Agreed Valuation Principles. To the extent that the calculation of any amount in the Initial Statement is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date and set forth in the Initial Statement. If SEP does not deliver the Initial Statement to Contributor within 75 days following the Closing Date, then, at the election of Contributor, either (A) Contributor may prepare and present the Initial Statement within an additional 75 days thereafter or (B) the Estimated Working Capital shall be deemed to be the Final Working Capital, the Estimated Notes Balance shall be deemed to be the Final Notes Balance and the Estimated Cenex Adjustment shall be deemed to be the Final Cenex Adjustment, in each case, in accordance with the last sentence of Section 2.4(f). If Contributor prepares the Initial Statement in accordance with the immediately preceding sentence, all references to “Contributor” in Sections 2.4(b) and 2.4(d) shall be deemed to be references to “SEP” and all references to “SEP” shall be deemed, in Sections 2.4(b) and 2.4(d), to be references to “Contributor”. (b) During the 60 days immediately following Contributor’s receipt of the Initial Statement (the “Distribution Adjustment Review Period”), SEP shall permit Contributor and its Representatives to review SEP’s working papers and any working papers of SEP’s independent accountants, in each case, relating to the preparation of the Initial Statement and the calculations related thereto, as well as all of the financial books, ledgers and records related thereto (the “Financial Records”), and SEP shall make reasonably available to Contributor the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement. Contributor acknowledges and agrees that access to the working papers of SEP’s independent accountants may be conditioned upon Contributor’s execution of a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to SEP’s independent accountants. (c) SEP shall, following the Closing through the date that the Final Statement becomes such in accordance with the last sentence of Section 2.4(f), take all actions necessary or desirable to maintain and preserve all Financial Records, policies and procedures on which the Initial Statement is based or on which the Final Statement is to be based so as not to impede or delay the determination of the amounts set forth in the Initial Statement or the preparation of the Notice of Distribution Adjustment Disagreement or the Final Statement in the manner and utilizing the methods permitted by this Agreement. (d) In the event that Contributor concludes that the Initial Statement or any amount set forth therein has not been prepared on the basis required by this Agreement, Contributor shall submit a written notice to SEP on or prior to the expiration of the Distribution Adjustment Review Period (the “Notice of Distribution Adjustment Disagreement”), which notice shall set forth in reasonable detail the basis of Contributor’s disagreement, the amounts involved and the proposed determination of the dispute amount. If no Notice of Distribution Adjustment Disagreement is received by SEP on or prior to the expiration date of the Distribution Adjustment Review Period, then the Initial Statement shall be deemed to have been accepted by Contributor and shall become final and binding upon the Parties in accordance with the last sentence of Section 2.4(f). (e) During the 30 days immediately following the expiration of the Distribution Adjustment Review Period (the “Distribution Adjustment Consultation Period”), the Parties shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Distribution Adjustment Disagreement. (f) If, at the end of the Distribution Adjustment Consultation Period, the Parties have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Distribution Adjustment Disagreement, then the Parties shall submit separate written statements setting forth in detail their respective positions with respect to all matters that remain in dispute with respect to the Notice of Distribution Adjustment Disagreement (along with a copy of the Initial Statement marked to indicate those line items that are in dispute) to Ernst & Young LLP (the “Independent Accountant”) promptly thereafter. In the event that Ernst & Young LLP refuses or is otherwise unable to act as the Independent Accountant, the Parties shall cooperate in good faith to appoint an independent certified public accounting firm qualified and of national recognition in the United States and Canada that is mutually agreeable to the Parties, in which event “Independent Accountant” shall mean such firm. Within 30 days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the Parties, on the basis of the Agreed Valuation Principles and in accordance with this Section 2.4(f), of the appropriate amount of each of the matters that remain in dispute with respect to the Notice of Distribution Adjustment Disagreement. To the extent any amount determined by the Independent Accountant pursuant to the preceding sentence is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date. There shall be no ex parte communications between either Party, on the one hand, and the Independent Accountant, on the other hand, relating to those matters in dispute, other than the initial written submission by the Parties of their respective positions on the matters in dispute and written answers by the Parties to written questions from the Independent Accountant. With respect to each disputed line item, the Independent Accountant’s determination, if not in accordance with the position of either Party, shall not be in excess of the highest, nor less than the lowest, of the amounts advocated in any Notice of Distribution Adjustment Disagreement or in the Initial Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Notice of Distribution Adjustment Disagreement that remain in dispute. The statement setting forth the Working Capital on the Closing Date and the Notes Balance and Cenex Adjustment, in each case, as of the Closing Date that is final and binding on the Parties, as determined either through agreement of the Parties (deemed or otherwise) pursuant to Section 2.4(b), Section 2.4(d) and this Section 2.4(f) or through the determination of the Independent Accountant pursuant to this Section 2.4(f), is referred to herein as the “Final Statement”, and the determinations of the Working Capital, Notes Balance and Cenex Adjustment set forth in the Final Statement are respectively referred to as the “Final Working Capital”, the “Final Notes Balance” and the “Final Cenex Adjustment”. (g) The cost of the Independent Accountant’s review and determination shall be shared equally by the Parties. During the review by the Independent Accountant, the Parties shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.4(f); provided, however, that the independent accountants of the Parties shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Adjustment to Payment at Closing. (a) Within 75 No later than ninety (90) days after the first statutory quarter end following the Closing Date, SEP the Acquiror shall prepare and deliver to Contributor the Parent a statement worksheet (the “Initial StatementActual Closing Solvency Capital Worksheet”) calculating and setting in the form set forth in accordance Section 2.04(b) of the Seller Disclosure Letter, which sets forth the Acquiror’s good faith calculation, together with GAAP explanatory notes and supporting calculations, of the Companies Solvency Capital (ithe “Actual Closing Solvency Capital”) and the actual Working Capital on Solvency Deficit (the Closing Date“Actual Solvency Deficit”), (ii) the actual Notes Balance on the Closing Date and (iii) the actual Cenex Adjustment each as of the Closing Date, which statement Actual Closing Solvency Capital and Actual Solvency Deficit shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement shall (1) be prepared from the books and records of the Companies and (2) be prepared in accordance with the Agreed Valuation Principles. To the extent that the calculation of any amount in the Initial Statement is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date and set forth in the Initial Statement. If SEP does not deliver the Initial Statement to Contributor within 75 days following the Closing Date, then, at the election of Contributor, either (A) Contributor may prepare and present the Initial Statement within an additional 75 days thereafter or (B) the Estimated Working Solvency Capital shall be deemed to be the Final Working Capital, the Estimated Notes Balance shall be deemed to be the Final Notes Balance and the Estimated Cenex Adjustment shall be deemed to be the Final Cenex Adjustment, in each case, in accordance with the last sentence of Section 2.4(f). If Contributor prepares the Initial Statement in accordance with the immediately preceding sentence, all references to “Contributor” in Sections 2.4(b) and 2.4(d) shall be deemed to be references to “SEP” and all references to “SEP” shall be deemed, in Sections 2.4(b) and 2.4(d), to be references to “Contributor”. (b) During the 60 days immediately following Contributor’s receipt of the Initial Statement (the “Distribution Adjustment Review Period”), SEP shall permit Contributor and its Representatives to review SEP’s working papers and any working papers of SEP’s independent accountants, in each case, relating to the preparation of the Initial Statement and the calculations related thereto, as well as all of the financial books, ledgers and records related thereto (the “Financial Records”), and SEP shall make reasonably available to Contributor the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement. Contributor acknowledges and agrees that access to the working papers of SEP’s independent accountants may be conditioned upon Contributor’s execution of a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to SEP’s independent accountants. (c) SEP shall, following the Closing through the date that the Final Statement becomes such in accordance with the last sentence of Section 2.4(f), take all actions necessary or desirable to maintain and preserve all Financial Records, policies and procedures on which the Initial Statement is based or on which the Final Statement is to be based so as not to impede or delay the determination of the amounts set forth in the Initial Statement or the preparation of the Notice of Distribution Adjustment Disagreement or the Final Statement in the manner and utilizing the methods permitted by this Agreement. (d) In the event that Contributor concludes that the Initial Statement or any amount set forth therein has not been prepared on the basis required by this Agreement, Contributor shall submit a written notice to SEP on or prior to the expiration of the Distribution Adjustment Review Period (the “Notice of Distribution Adjustment Disagreement”), which notice shall set forth in reasonable detail the basis of Contributor’s disagreement, the amounts involved and the proposed determination of the dispute amount. If no Notice of Distribution Adjustment Disagreement is received by SEP on or prior to the expiration date of the Distribution Adjustment Review Period, then the Initial Statement shall be deemed to have been accepted by Contributor and shall become final and binding upon the Parties in accordance with the last sentence of Section 2.4(f). (e) During the 30 days immediately following the expiration of the Distribution Adjustment Review Period (the “Distribution Adjustment Consultation Period”), the Parties shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Distribution Adjustment Disagreement. (f) If, at the end of the Distribution Adjustment Consultation Period, the Parties have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Distribution Adjustment Disagreement, then the Parties shall submit separate written statements setting forth in detail their respective positions with respect to all matters that remain in dispute with respect to the Notice of Distribution Adjustment Disagreement (along with a copy of the Initial Statement marked to indicate those line items that are in dispute) to Ernst & Young LLP (the “Independent Accountant”) promptly thereafter. In the event that Ernst & Young LLP refuses or is otherwise unable to act as the Independent Accountant, the Parties shall cooperate in good faith to appoint an independent certified public accounting firm qualified and of national recognition in the United States and Canada that is mutually agreeable to the Parties, in which event “Independent Accountant” shall mean such firm. Within 30 days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the Parties, on the basis of the Agreed Valuation Principles and in accordance with this Section 2.4(f), of the appropriate amount of each of the matters that remain in dispute with respect to the Notice of Distribution Adjustment Disagreement. To the extent any amount determined by the Independent Accountant pursuant to the preceding sentence is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date. There shall be no ex parte communications between either Party, on the one hand, and the Independent Accountant, on the other hand, relating to those matters in dispute, other than the initial written submission by the Parties of their respective positions on the matters in dispute and written answers by the Parties to written questions from the Independent Accountant. With respect to each disputed line item, the Independent Accountant’s determination, if not in accordance with the position of either Party, shall not be in excess of the highest, nor less than the lowest, of the amounts advocated in any Notice of Distribution Adjustment Disagreement or in the Initial Statement with respect to such disputed line itemCalculation Methodology. For the avoidance of doubt, the Independent Accountant Actual Closing Solvency Capital and the Actual Solvency Deficit shall not review any line items or make any determination be calculated and expressed in Japanese yen. Each party shall consult with the other party and their respective accountants with respect to any matter other than those matters in the Notice preparation of Distribution Adjustment Disagreement that remain in dispute. The statement setting forth the Working Estimated Companies Solvency Capital on Worksheet or the Actual Closing Date and the Notes Balance and Cenex Adjustment, in each caseSolvency Capital Worksheet, as of the Closing Date that is final and binding on the Parties, as determined either through agreement of the Parties (deemed or otherwise) pursuant to Section 2.4(b), Section 2.4(d) and this Section 2.4(f) or through the determination of the Independent Accountant pursuant to this Section 2.4(f), is referred to herein as the “Final Statement”applicable, and the determinations calculation of the Working CapitalEstimated Companies Solvency Capital and the Estimated Solvency Deficit or the Actual Closing Solvency Capital and the Actual Solvency Deficit, Notes Balance as applicable. Each party shall pay the fees and Cenex Adjustment expenses of any advisors retained by them in connection with the preparation of the Actual Closing Solvency Capital Worksheet; provided that the Acquiror may request that an independent certified public accounting firm of international recognition provide an opinion or attestation with respect to the Actual Closing Solvency Capital Worksheet; provided further that the Acquiror shall be responsible for paying the fees and expenses of such certified public accountant unless there is an Actual Solvency Deficit, in which case such fees and expenses shall be paid by Parent. If the Acquiror does not provide the Actual Closing Solvency Capital Worksheet within the time period set forth in this Section 2.05(a), then, at the Final Statement are respectively referred to as election of the “Final Working Capital”Parent, the “Final Notes Balance” Parent may prepare and present the “Final Cenex Adjustment”Actual Closing Solvency Capital Worksheet that has not been so provided within an additional thirty (30) days thereafter. (g) The cost of the Independent Accountant’s review and determination shall be shared equally by the Parties. During the review by the Independent Accountant, the Parties shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.4(f); provided, however, that the independent accountants of the Parties shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Adjustment to Payment at Closing. (a) Within 75 days following the Closing Date, SEP Buyer shall prepare and deliver to Contributor each of the Sellers a statement (the “Initial Statement”) calculating and setting forth in accordance with GAAP (i) Canadian ASPE the actual Working Capital on the Closing DateDate (the amount calculated and set forth on such Initial Statement, (iithe “Initial Working Capital”) and the actual Notes Balance on the Closing Date (the amount calculated and (iii) set forth on such Initial Statement, the actual Cenex Adjustment as of the Closing Date“Initial Notes Balance”), which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement shall be prepared in accordance with the Agreed Valuation Principles. To the extent that the calculation of any amount Working Capital in the Initial Statement is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date and set forth in the Initial Statement. If SEP Buyer does not deliver the Initial Statement to Contributor the Sellers within 75 days following the Closing Date, then, at the election of Contributorthe Sellers, either (Ai) Contributor the Sellers, may prepare and present the Initial Statement within an additional 75 days thereafter or (Bii) the Estimated Working Capital shall be deemed to be the Final Working Capital, Capital and the Estimated Notes Balance shall be deemed to be the Final Notes Balance and the Estimated Cenex Adjustment shall be deemed to be the Final Cenex Adjustment, in each case, in accordance with the last sentence of Section 2.4(f). If Contributor prepares the Sellers prepare the Initial Statement in accordance with the immediately preceding sentence, all references to “Contributorthe Sellers” in Sections 2.4(b) and 2.4(d) shall be deemed to be references to “SEPBuyer” and all references to “SEPBuyer” shall be deemed, in Sections 2.4(b) and 2.4(d), to be references to “Contributorthe Sellers”. (b) During the 60 days immediately following Contributor’s the Sellers’ receipt of the Initial Statement (the “Distribution Purchase Price Adjustment Review Period”), SEP Buyer shall permit Contributor the Sellers and its their respective Representatives to review SEPBuyer’s working papers and any working papers of SEPBuyer’s independent accountants, in each case, relating to the preparation of the Initial Statement and the calculations related theretocalculation of the Initial Working Capital and the Initial Notes Balance, as well as all of the financial books, ledgers and records related thereto (the “Financial Records”), and SEP Buyer shall make reasonably available to Contributor the Sellers the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement, the Initial Working Capital and the Initial Notes Balance. Contributor Each of the Sellers acknowledges and agrees that access to the working papers of SEPBuyer’s independent accountants may be conditioned upon Contributor’s the Sellers’ execution of a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to SEPBuyer’s independent accountants. (c) SEP Buyer shall, following the Closing through the date that the Final Statement becomes such in accordance with the last sentence of Section 2.4(f), take all actions necessary or desirable to maintain and preserve all Financial Records, policies and procedures on which the Initial Statement is based or on which the Final Statement is to be based so as not to impede or delay the determination of the amounts set forth in Initial Working Capital, the Initial Statement Notes Balance, the Final Working Capital or the Final Notes Balance or the preparation of the Notice of Distribution Purchase Price Adjustment Disagreement or the Final Statement in the manner and utilizing the methods permitted by this Agreement. (d) In the event that Contributor concludes the Sellers conclude that the Initial Statement Statement, the Initial Working Capital or any amount set forth therein the Initial Notes Balance has not been prepared on the basis required by this Agreement, Contributor the Sellers shall submit a written notice to SEP Buyer on or prior to the expiration of the Distribution Purchase Price Adjustment Review Period (the “Notice of Distribution Purchase Price Adjustment Disagreement”), which notice shall set forth in reasonable detail the basis of Contributor’s the Sellers’ disagreement, the amounts involved and the proposed determination of the dispute amountamount of the Initial Working Capital and the Initial Notes Balance. If no Notice of Distribution Purchase Price Adjustment Disagreement is received by SEP Buyer on or prior to the expiration date of the Distribution Purchase Price Adjustment Review Period, then the Initial Statement, the Initial Working Capital and the Initial Notes Balance set forth in the Initial Statement shall be deemed to have been accepted by Contributor the Sellers and U.S. General Partner and shall become final and binding upon the Parties Sellers, Buyer and U.S. General Partner in accordance with the last sentence of Section 2.4(f). (e) During the 30 days immediately following the expiration of the Distribution Purchase Price Adjustment Review Period (the “Distribution Purchase Price Adjustment Consultation Period”), the Parties Sellers and Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Distribution Purchase Price Adjustment Disagreement. (f) If, at the end of the Distribution Purchase Price Adjustment Consultation Period, the Parties Sellers and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Distribution Purchase Price Adjustment Disagreement, then the Parties Sellers and Buyer shall submit separate written statements setting forth in detail their respective positions with respect to all matters that remain in dispute with respect to the Notice of Distribution Purchase Price Adjustment Disagreement (along with a copy of the Initial Statement marked to indicate those line items that are in dispute) to Ernst & Young LLP (the “Independent Accountant”) promptly thereafter. In the event that Ernst & Young LLP refuses or is otherwise unable to act as the Independent Accountant, the Parties Sellers and Buyer shall cooperate in good faith to appoint an independent certified public accounting firm qualified and of national recognition in the United States and Canada that is mutually agreeable to the PartiesSellers and Buyer, in which event “Independent Accountant” shall mean such firm. Within 30 days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the PartiesSellers, Buyer and U.S. General Partner, on the basis of the Agreed Valuation Principles and in accordance with this Section 2.4(f), of the appropriate amount of each of the matters that remain in dispute with respect to the Notice of Distribution Purchase Price Adjustment Disagreement. To the extent any amount determined by the Independent Accountant pursuant to the preceding sentence is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date. There shall be no ex parte communications between either Partyany of the Sellers, Buyer or U.S. General Partner, on the one hand, and the Independent Accountant, on the other hand, relating to those matters in dispute, other than the initial written submission by the Parties Sellers and Buyer of their respective positions on the matters in dispute and written answers by the Parties Sellers and Buyer to written questions from the Independent Accountant. With respect to each disputed line item, the Independent Accountant’s determination, if not in accordance with the position of either Partythe Sellers, or of Buyer, shall not be in excess of the highest, nor less than the lowest, of the amounts advocated in any Notice of Distribution Purchase Price Adjustment Disagreement or in the Initial Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Notice of Distribution Purchase Price Adjustment Disagreement that remain in dispute. The statement setting forth the Working Capital and the Notes Balance on the Closing Date and the determination of the Working Capital and the Notes Balance and Cenex Adjustment, in each case, as of the Closing Date therefrom that is are final and binding on the PartiesSellers, Buyer and U.S. General Partner, as determined either through agreement of the Parties Sellers and Buyer (deemed or otherwise) pursuant to Section 2.4(b), Section 2.4(d) and this Section 2.4(f) or through the determination of the Independent Accountant pursuant to this Section 2.4(f), is are referred to herein as the “Final Statement”, and the determinations of the Working Capital, Notes Balance and Cenex Adjustment set forth in the Final Statement are respectively referred to as the “Final Working Capital”, ” and the “Final Notes Balance” and the “Final Cenex Adjustment”, respectively. (g) The cost of the Independent Accountant’s review and determination shall be shared equally by the PartiesSellers, on the one hand, with such share allocated among the Sellers’ respective Selling Groups in accordance with each Selling Group’s Pro Rata Share, and Buyer, on the other hand. During the review by the Independent Accountant, the Parties Sellers and Buyer shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.4(f); provided, however, that the independent accountants of the Parties Sellers, Buyer or the Companies shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Adjustment to Payment at Closing. (a) Within 75 days following the Closing Date, SEP Buyer shall prepare and deliver to Contributor Seller a statement (the “Initial Statement”) calculating and setting forth in accordance with GAAP (i) the actual Working Capital on the Closing Date, (ii) the actual Notes Balance on the Closing Date and (iii) the actual Cenex Adjustment as of the Closing Date, which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement shall be prepared in accordance with the Agreed Valuation Principles. To the extent that the calculation of any amount in the Initial Statement is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date and set forth in the Initial Statement. If SEP Buyer does not deliver the Initial Statement to Contributor Seller within 75 days following the Closing Date, then, at the election of ContributorSeller, either (A) Contributor Seller may prepare and present the Initial Statement within an additional 75 days thereafter or (B) the Estimated Working Capital shall be deemed to be the Final Working Capital, Capital and the Estimated Notes Balance shall be deemed to be the Final Notes Balance and the Estimated Cenex Adjustment shall be deemed to be the Final Cenex AdjustmentBalance, in each case, in accordance with the last sentence of Section 2.4(f). If Contributor Seller prepares the Initial Statement in accordance with the immediately preceding sentence, all references to “ContributorSeller” in Sections 2.4(b) and 2.4(d) shall be deemed to be references to “SEPBuyer” and all references to “SEPBuyer” shall be deemed, in Sections 2.4(b) and 2.4(d), to be references to “ContributorSeller”. (b) During the 60 days immediately following ContributorSeller’s receipt of the Initial Statement (the “Distribution Purchase Price Adjustment Review Period”), SEP Buyer shall permit Contributor Seller and its Representatives to review SEPBuyer’s working papers and any working papers of SEPBuyer’s independent accountants, in each case, relating to the preparation of the Initial Statement and the calculations related thereto, as well as all of the financial books, ledgers and records related thereto (the “Financial Records”), and SEP Buyer shall make reasonably available to Contributor Seller the individuals responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Initial Statement. Contributor Seller acknowledges and agrees that access to the working papers of SEPBuyer’s independent accountants may be conditioned upon ContributorSeller’s execution of a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to SEPBuyer’s independent accountants. (c) SEP Buyer shall, following the Closing through the date that the Final Statement becomes such in accordance with the last sentence of Section 2.4(f), take all actions necessary or desirable to maintain and preserve all Financial Records, policies and procedures on which the Initial Statement is based or on which the Final Statement is to be based so as not to impede or delay the determination of the amounts set forth in the Initial Statement or the preparation of the Notice of Distribution Purchase Price Adjustment Disagreement or the Final Statement in the manner and utilizing the methods permitted by this Agreement. (d) In the event that Contributor Seller concludes that the Initial Statement or any amount set forth therein has not been prepared on the basis required by this Agreement, Contributor Seller shall submit a written notice to SEP Buyer on or prior to the expiration of the Distribution Purchase Price Adjustment Review Period (the “Notice of Distribution Purchase Price Adjustment Disagreement”), which notice shall set forth in reasonable detail the basis of ContributorSeller’s disagreement, the amounts involved and the proposed determination of the dispute amount. If no Notice of Distribution Purchase Price Adjustment Disagreement is received by SEP Buyer on or prior to the expiration date of the Distribution Purchase Price Adjustment Review Period, then the Initial Statement shall be deemed to have been accepted by Contributor Seller and shall become final and binding upon the Parties Seller and Buyer in accordance with the last sentence of Section 2.4(f). (e) During the 30 days immediately following the expiration of the Distribution Purchase Price Adjustment Review Period (the “Distribution Purchase Price Adjustment Consultation Period”), the Parties Seller and Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Distribution Purchase Price Adjustment Disagreement. (f) If, at the end of the Distribution Purchase Price Adjustment Consultation Period, the Parties Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Notice of Distribution Purchase Price Adjustment Disagreement, then the Parties Seller and Buyer shall submit separate written statements setting forth in detail their respective positions with respect to all matters that remain in dispute with respect to the Notice of Distribution Purchase Price Adjustment Disagreement (along with a copy of the Initial Statement marked to indicate those line items that are in dispute) to Ernst & Young LLP (the “Independent Accountant”) promptly thereafter. In the event that Ernst & Young LLP refuses or is otherwise unable to act as the Independent Accountant, the Parties Seller and Buyer shall cooperate in good faith to appoint an independent certified public accounting firm qualified and of national recognition in the United States and Canada that is mutually agreeable to the PartiesSeller and Buyer, in which event “Independent Accountant” shall mean such firm. Within 30 days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on the PartiesSeller and Buyer, on the basis of the Agreed Valuation Principles and in accordance with this Section 2.4(f), of the appropriate amount of each of the matters that remain in dispute with respect to the Notice of Distribution Purchase Price Adjustment Disagreement. To the extent any amount determined by the Independent Accountant pursuant to the preceding sentence is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date. There shall be no ex parte communications between either PartySeller and Buyer, on the one hand, and the Independent Accountant, on the other hand, relating to those matters in dispute, other than the initial written submission by the Parties Seller and Buyer of their respective positions on the matters in dispute and written answers by the Parties Seller and Buyer to written questions from the Independent Accountant. With respect to each disputed line item, the Independent Accountant’s determination, if not in accordance with the position of either PartySeller, or of Buyer, shall not be in excess of the highest, nor less than the lowest, of the amounts advocated in any Notice of Distribution Purchase Price Adjustment Disagreement or in the Initial Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Notice of Distribution Purchase Price Adjustment Disagreement that remain in dispute. The statement setting forth the Working Capital on the Closing Date and the Notes Balance and Cenex Adjustment, in each case, as of on the Closing Date that is final and binding on the PartiesSeller and Buyer, as determined either through agreement of the Parties Seller and Buyer (deemed or otherwise) pursuant to Section 2.4(b), Section 2.4(d) and this Section 2.4(f) or through the determination of the Independent Accountant pursuant to this Section 2.4(f), is referred to herein as the “Final Statement”, and the determinations of the Working Capital, Capital and Notes Balance and Cenex Adjustment set forth in the Final Statement are respectively referred to as the “Final Working Capital”, ” and the “Final Notes Balance” and the “Final Cenex Adjustment”. (g) The cost of the Independent Accountant’s review and determination shall be shared equally by the PartiesSeller and Buyer. During the review by the Independent Accountant, the Parties Seller and Buyer shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.4(f); provided, however, that the independent accountants of Seller and Buyer or the Parties Companies shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.