Adjustments to Account Clause Samples

Adjustments to Account. (a) An interim accounting of the adjustments pursuant to section 7.1 shall be made at Closing, based on Vendor’s and Purchaser’s good faith estimate of the costs and expenses paid by Vendor prior to Closing and the revenues received by Vendor prior to Closing. Vendor and Purchaser shall cooperate in preparing such interim accounting and Vendor shall provide a statement setting forth the adjustments to be made at Closing (the “Interim Statement of Adjustments”) not later than three (3) Business Days prior to Closing and shall assist Purchaser in verifying the amounts set forth in such statement. A final accounting of the adjustments pursuant to section 7.1 shall be conducted within ninety (90) days following the Closing Date (the “Final Statement of Adjustments”), and no further or other adjustments whatsoever will be made thereafter. Vendor and Purchaser shall cooperate in preparing such Final Statement of Adjustments and if the Parties are unable to agree to the amount of any adjustments, such matter shall be referred to arbitration pursuant to the Arbitration Act (Alberta). All adjustments after Closing shall be settled by payment by the Party required to make payment to the other Party hereunder within fifteen (15) Business Days of being notified of the determination of the amount owing. (b) All adjustments provided for in this Article shall be adjustments to the Purchase Price. An adjustment payable by a Party after Closing pursuant to this section 7.2 which is not paid within fifteen (15) Business Days of a written request for payment from the other Party, shall bear interest at the Prime Rate plus three percent (3%) per annum payable by the paying Party to the other Party from the end of such fifteen (15) Business Day period until the adjustment is paid. (c) Subject to section 7.2(a), Vendor and Purchaser will each bear their own fees and expenses, including the fees and expenses of their respective accountants and auditors, in preparing or reviewing, as the case may be, the Interim Statement of Adjustments and the Final Statement of Adjustments.

Adjustments to Account. Whenever a dividend or distribution is declared with respect to the common stock of the Company with a record date after the Effective Date and at a time when Phantom Shares remain in the Account, an additional number of Phantom Shares shall be credited to the Account equal to the number of shares and having a Share Value as of the payment date for such dividend or distribution equal to the fair market value (as determined by the Committee) of such dividend. In the event of any change in corporate capitalization such as a stock split, any corporate transaction such as a merger, consolidation, separation, spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of reorganization in Section 368 of the Code), or any partial or complete liquidation of the Company, then notwithstanding any other provision of this Agreement, the Committee shall make such substitution or adjustments in the aggregate number and kind of shares represented by the Phantom Shares, if any, as it may determine to be appropriate or necessary to preserve the value thereof.

Adjustments to Account. As of the close of each Plan Year ending after 2004, the Company shall adjust the Account as of the end of such Plan Year to reflect a rate of return (either positive or negative) equal to fifty percent (50%) of return on average equity of common stock issued by the Company as of December 31 of such calendar year (which return on average equity shall be determined by the Company using such rounding conventions as it determines, in its sole discretion, to be appropriate). The adjustment shall be made by multiplying the fifty percent (50%) of return on average equity by the balance in the Account on the first day of such Plan Year, and adding or subtracting the resulting product from the credit balance.

Adjustments to Account. (a) An interim accounting of the adjustments pursuant to section 4.1 shall be made at Closing. Vendor shall provide a statement setting forth the adjustments to be made at Closing not later than three (3) Business Days prior to Closing and shall assist Purchaser in verifying the amounts set forth in such statement. (b) All accounting and adjustments not settled or not readily ascertainable at the Closing Date shall be settled between the Parties on the final statement of adjustments. Vendor will use reasonable efforts to provide Purchaser with a proposed final statement of adjustments with all reasonable applicable back-up information within one hundred twenty (120) days following the Closing Date. Purchaser shall be entitled to review and conduct an audit, if required, of the proposed final statement of adjustments. Vendor and Purchaser will complete the final statement of adjustments no later than thirty (30) days following delivery of the proposed final statement of adjustments by Vendor to Purchaser. (c) Notwithstanding any other provision contained in this Agreement, the Parties shall not make any further adjustment after the expiry of thirty (30) days from delivery by Vendor to Purchaser of the proposed final statement of adjustments, unless such adjustment has been specifically requested, by notice, within such period. (d) All adjustments provided for in this Article shall be adjustments and shall, for further clarity, constitute an increase or decrease, as the case may be, to the Purchase Price. All adjustments shall be paid in cash.