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”.

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”.

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”.