Common use of Final Settlement Clause in Contracts

Final Settlement. On or before 60 days after the end of the Accounting Period, LINN will prepare and deliver to Xxxxx a settlement statement setting forth the cumulative amounts charged and credited under Section 5.4, the cumulative cash transfers under Section 5.5, and any other accounting transfer that is required to be made under this Agreement, including but not limited to the transfer of Suspense Funds (the “Final Settlement Statement”). As soon as reasonably practicable but not later than the 30th day following receipt of Xxxxx’x statement hereunder, Xxxxx shall deliver to LINN a written report containing any changes that Xxxxx proposes be made to such statement, if any. LINN may deliver a written report to Xxxxx during this same period reflecting any changes that LINN proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the Final Settlement Statement no later than 120 days after the end of the Accounting Period. If the Parties are unable to reach an agreement at such time, then either Party may submit the remaining matters in dispute to an Independent Expert for resolution pursuant to Section 8.3. Within ten days after the earlier of (a) the expiration of Xxxxx’x 60-day review period without delivery of any written report or (b) the date on which the Parties finally agree on the Final Settlement Statement or the Independent Expert resolves the disputed matters, as applicable, (x) if the net amount of all entries in the Final Settlement Statement shows a balance owed to Xxxxx, then LINN shall pay to Xxxxx via wire transfer into a Xxxxx-owned account such net amount due and (ii) if the net amount of all entries in the Final Settlement Statement shows a balance owed to LINN, then Xxxxx shall pay to LINN via wire transfer into a LINN-owned account such net amount due.

Final Settlement. On or before 60 Within sixty (60) days after Closing, Buyer will cause to be prepared and delivered to Seller in accordance with customary industry accounting practices, the end of the Accounting Period, LINN will prepare and deliver to Xxxxx a final settlement statement setting forth the cumulative amounts charged and credited under Section 5.4, the cumulative cash transfers under Section 5.5, and any other accounting transfer that is required to be made under this Agreement, including but not limited to the transfer of Suspense Funds (the “Final Settlement Statement”) setting forth (i) each adjustment to the Purchase Price, as set forth in Section 1.4 (a), (b), (c) and (d), in final form showing the calculation of such adjustment and the resulting final purchase price; and (ii) providing a reallocation of certain costs and expenses paid by Seller with respect to the Seller Property (the “Final Purchase Price”). As soon as reasonably practicable after receipt of the Final Settlement Statement report but not in no event later than the 30th day following ten (10) business days after receipt of Xxxxx’x statement hereundersuch statement, Xxxxx Seller shall deliver to LINN Buyer either (x) a written report statement containing any changes that Xxxxx Seller proposes be made to such statementmake to the Final Purchase Price contained on the Final Settlement Statement, if anyor (y) a written request for additional information from the operator of the Seller Property to verify the accuracy of amounts charged to Seller with respect to the Seller Property reflected on the Final Settlement Statement. LINN may Seller’s failure to deliver to Buyer a written report detailing proposed changes to Xxxxx during this same period reflecting the Final Settlement Statement, or a request for additional information, by that date shall be deemed an acceptance by Seller of the Final Settlement Statement as submitted by Buyer. If Seller requested additional information, Buyer will cooperate with Seller in the delivery and explanation of such additional information, and Seller will provide a written statement containing any changes that LINN Seller proposes to be made make to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree Final Purchase Price contained on the Final Settlement Statement no later than 120 within ninety (90) days after the end of the Accounting Period. If the Parties are unable to reach an agreement at such time, then either Party may submit the remaining matters in dispute to an Independent Expert for resolution pursuant to Section 8.3. Within ten days after the earlier of (a) the expiration of Xxxxx’x 60-day review period without delivery of any written report or (b) following the date on which the additional information was requested. The Parties finally agree on will cooperate with each other and endeavor to resolve any dispute regarding the Final Purchase Price within thirty (30) days after Buyer’s receipt of Seller’s proposed changes to the Final Settlement Statement. The date upon which such agreement is reached as evidenced by a Final Settlement Statement or executed by both Buyer and Seller shall be called the Independent Expert resolves “Final Settlement Date”. If the disputed mattersFinal Purchase Price is more than the Closing Amount, as applicable, then Buyer shall pay to Seller the amount in the aggregate of such difference by wire transfer in immediately available funds no later than five (x5) if the net amount of all entries in business days after the Final Settlement Statement shows a balance owed to XxxxxDate. If the Final Purchase Price is less than the Closing Amount, then LINN Seller shall pay the amount in the aggregate of such difference to Xxxxx via the Buyer Parties (as defined below) pro rata in proportion to their Assigned Interests (as defined below) by wire transfer into a Xxxxx-owned account such net amount due and of immediately available funds no later than five (ii5) if the net amount of all entries in business days after the Final Settlement Statement shows a balance owed to LINN, then Xxxxx shall pay to LINN via wire transfer into a LINN-owned account such net amount dueDate.

Final Settlement. On or before 60 days Subject to the provisions of Sections 6.3 and 6.4, as soon as practicable after the end of the Accounting PeriodClosing Date, LINN will prepare and deliver to Xxxxx a settlement statement setting forth the cumulative amounts charged and credited under Section 5.4, the cumulative cash transfers under Section 5.5, and but in any other accounting transfer that is required to be made under this Agreement, including but not limited to the transfer of Suspense Funds event within ninety (90) calendar days thereafter (the “Final Settlement Period”), Purchaser shall prepare and submit to Seller a proposed statement (herein called the “Final Statement”), which shall show the final calculation of the Purchase Price (herein called the “Final Settlement Price”). As soon as reasonably practicable but not later than the 30th day following possible after receipt of Xxxxx’x statement hereunderthe Final Statement, Xxxxx but in any event within thirty (30) calendar days after receipt thereof, Seller shall deliver to LINN Purchaser a written report containing any changes that Xxxxx proposes be made to such statementthe changes, if any. LINN may deliver a written report to Xxxxx during this same period reflecting any changes that LINN , which Seller proposes to be being made to the Final Statement. In the event no response is made by Seller within such statement as a result of additional information received after thirty (30) day period, it shall be conclusively presumed that Seller concurs with the statement was prepared. The Parties Final Statement, and such Final Statement shall undertake to agree on be the basis for the Final Settlement Statement no Price. In the event that Seller submits a response, the parties shall exercise all reasonable efforts to agree upon a mutually acceptable Final Settlement Price and the calculation of the amount, if any, due in connection therewith not later than 120 one hundred twenty (120) calendar days after the end of Closing (herein called the Accounting Period“Final Settlement Date”). If After agreement upon a Final Settlement Price setting forth the Parties amount by which the Purchase Price shall be adjusted (either upward or downward) has been reached, the amount due shall be paid within five (5) business days thereafter by the party owing the same by confirmed wire transfer to a bank account or accounts to be designated by the appropriate party. In the event Purchaser and Seller are unable to reach an agreement at such timeagree with respect to the amounts due pursuant to this Section 2.5 before the Final Settlement Date, then either Party Seller or Purchaser may submit refer the remaining matters issues in dispute to an Independent Expert for Ernst & Young LLP, Fort Worth, Texas (or such other recognized firm of public accountants as Seller and Purchaser may mutually agree) and the resolution pursuant to Section 8.3of such issues by such firm shall be final and binding on Seller and Purchaser. Within ten days after the earlier The costs of (a) the expiration of Xxxxx’x 60-day review period without delivery of any written report or (b) the date on which the Parties finally agree on the Final Settlement Statement or the Independent Expert resolves the disputed matters, as applicable, (x) if the net amount of all entries in the Final Settlement Statement shows a balance owed to Xxxxx, then LINN such public accountants shall pay to Xxxxx via wire transfer into a Xxxxx-owned account such net amount due be borne equally by Seller and (ii) if the net amount of all entries in the Final Settlement Statement shows a balance owed to LINN, then Xxxxx shall pay to LINN via wire transfer into a LINN-owned account such net amount duePurchaser.

Final Settlement. On or before 60 4.2.1 Within 45 days after the end of the Accounting PeriodClosing, LINN will Boise Cascade shall prepare and deliver to Xxxxx Purchaser a settlement statement setting Final Balance Sheet and a final determination of the Purchase Price which shall be set forth on the cumulative amounts charged and credited under Section 5.4Final Closing Statement ("Final Determination"). 4.2.2 Purchaser shall have a period of 30 days to audit or review the Final Closing Statement, including the cumulative cash transfers under Section 5.5Final Balance Sheet upon which it is based, and any other accounting transfer to determine that is required to be made under it has been prepared in accordance with the requirements of this Agreement. Boise Cascade shall make available its work papers, including but not limited or the work papers of any accounting firm retained by Boise Cascade, for review and examination by Purchaser and its representatives. On or prior to the transfer expiration of Suspense Funds (the “Final Settlement Statement”). As soon as reasonably practicable but not later than the 30th such 30 day following receipt of Xxxxx’x statement hereunderperiod, Xxxxx Purchaser shall deliver to LINN Boise Cascade either (i) the written acknowledgment of Purchaser's acceptance of the Final Closing Statement; or (ii) a written report containing setting forth any changes that Xxxxx proposes be made proposed adjustments thereto ("Adjustment Report"). A failure to make the delivery within such statement, if any. LINN may deliver a written report to Xxxxx during this same 30 day period reflecting any changes that LINN proposes to be made to such statement shall constitute acceptance of the Final Closing Statement as a result of additional information received after the statement was prepared. The Parties shall undertake delivered. 4.2.3 If Boise Cascade and Purchaser fail to agree on any of Purchaser's proposed adjustments to the Final Settlement Closing Statement no later than 120 contained in the Adjustment Report within 20 days after Purchaser delivers the end Adjustment Report, then Boise Cascade and Purchaser mutually agree that their respective independent accountants shall jointly select an accountant from another of the "Big 6 Accounting PeriodFirms" ("Independent Accountants"), who shall make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report based upon the terms and conditions of this Agreement after presentations made by Boise Cascade and Purchaser. If The decision of the Parties are unable Independent Accountants shall be final and binding on Boise Cascade and Purchaser. The parties shall request that the Independent Accountants make a prompt determination and shall cooperate to reach an agreement at achieve such time, then either Party may submit a resolution. The costs and expenses of the remaining matters in dispute to an Independent Expert for resolution Accountants and their services rendered pursuant to this Section 8.3. Within ten days after the earlier of (a) the expiration of Xxxxx’x 60-day review period without delivery of any written report or (b) the 4.2.3 shall be borne equally by Boise Cascade and Purchaser. 4.2.4 The date on which the Parties finally agree Final Closing Statement is accepted by Purchaser, or on which all disputes in respect thereof are resolved, shall hereinafter be referred to as the "Settlement Date" and the amount so determined shall be referred to as the "Final Purchase Price." 4.2.5 In the event the Final Settlement Statement or Purchase Price is greater than the Independent Expert resolves the disputed matters, as applicable, (x) if the net amount of all entries in the Final Settlement Statement shows a balance owed to XxxxxPreliminary Payment, then LINN Purchaser shall pay to Xxxxx via wire transfer into Boise Cascade within five days after the Settlement Date an aggregate amount equal to such excess plus interest thereon from the Closing at the per annum interest rate of one percent over one month LIBOR, as reported on Rueters screen on the Closing date and on each date thereafter on which a Xxxxx-owned account loan based on one month LIBOR would customarily be reset until such net amount due and balance is paid in full (ii) if the net amount of all entries in "LIBOR Rate"). In the event the Final Settlement Statement shows a balance owed to LINNPurchase Price is less than the Preliminary Payment, then Xxxxx Boise Cascade shall pay to LINN via wire transfer into a LINN-owned account Purchaser within five days after the Settlement Date an aggregate amount equal to such net amount duedeficiency plus interest thereon from the Closing at the per annum interest rate of one percent over the LIBOR Rate.

Final Settlement. On (a) To the extent either Buyer or before 60 days after AIC requests (by notice to the end other party delivered not later than May 15, 2022) that the measurement of the Accounting PeriodDeath Benefit Amount be based on actual deaths reported after, LINN but occurring prior to, March 31, 2022 instead of the IBNR as of March 31, 2022, then on or prior to May 15, 2023, Buyer will prepare and deliver provide to Xxxxx AIC a settlement statement setting forth the cumulative amounts charged and credited under Section 5.4, the cumulative cash transfers under Section 5.5, and any other accounting transfer that is required to be made under this Agreement, including but not limited to the transfer of Suspense Funds (the “Final Settlement Statement”)) setting forth an itemized calculation of the Settlement Amount based on actual deaths reported after, but occurring prior to, March 31, 2022, instead of IBNR as of March 31, 2022. As soon as reasonably practicable but not later than For the 30th day following receipt avoidance of Xxxxx’x statement hereunderdoubt, Xxxxx shall deliver the additional time period is to LINN a written report containing any changes that Xxxxx proposes be made to such statement, if any. LINN may deliver a written report to Xxxxx during this same period reflecting any changes that LINN proposes to be made to such statement as a result allow for development of additional information received after the statement was preparedunreported claims. The Parties shall undertake to agree amounts set forth on the Final Settlement Statement no later than 120 days after the end shall be calculated in accordance with SAP. (b) The terms of Section 2.5(c) of the Accounting Period. If Agreement shall apply to the Parties are unable to reach an agreement at such timeFinal Settlement Statement mutatis mutandis, then either Party may submit assuming, for this purpose, that the remaining matters in dispute to an Independent Expert for resolution Final Settlement Statement prepared by Buyer is treated like the Subject Balance Sheet delivered by AIC pursuant to Section 8.3. Within ten 2.5(b) of the Agreement and that AIC (rather than Buyer) has the opportunity to review and elevate disputes to the Independent Accounting Firm during the Review Period (which shall be 60 days after for purposes of this Annex B); provided that neither party may take a position that is contrary to the earlier determination of the Independent Accounting Firm with respect to the Initial Settlement Statement if and to the extent that (ai) such matter was the expiration subject of Xxxxx’x 60-day review period without delivery a Dispute Notice with respect to the Initial Settlement Statement and was resolved pursuant to Section 1(b) above and (ii) no new material facts or circumstances have emerged since that time that would reasonably be expected to have changed the finding of any written report or the Independent Accounting Firm at the time it rendered its determination with respect thereto. (bc) If the date on which the Parties finally agree Settlement Amount as set forth on the Final Settlement Statement or as finally determined in accordance with Section 2(b) above (the Independent Expert resolves “Definitive Final Settlement Statement”) is greater than the disputed mattersSettlement Amount set forth on the Definitive Initial Settlement Statement, as applicable, (x) if then AIC shall pay the net amount of all entries in such excess to Buyer, by wire transfer of immediately available funds to an account specified by Buyer, within 30 days after the Definitive Final Settlement Statement shows a balance owed is finally determined pursuant to Xxxxx, then LINN shall pay to Xxxxx via wire transfer into a Xxxxx-owned account such net amount due and (ii) if Section 2(b). If the net amount of all entries in Settlement Amount as set forth on the Definitive Final Settlement Statement shows a balance owed to LINNis less than the Settlement Amount set forth in the Definitive Initial Settlement Statement, then Xxxxx Buyer shall pay the amount of such shortfall to LINN via AIC, by wire transfer into a LINN-owned of immediately available funds to an account such net amount dueor accounts specified by AIC, within 30 days after the Definitive Final Settlement Statement is finally determined pursuant to Section 2(b).

Final Settlement. On or before 60 All Gunpoint Royalty payments shall be considered final and in full satisfaction of Buyer's obligations with respect thereto, unless Gunpoint Parent gives Buyer written notice describing a specific objection to the calculation thereof within sixty (60) days after the end receipt by Gunpoint Parent of the Accounting Periodquarterly statement provided for in paragraph 2.B.v. If Gunpoint Parent objects to a particular quarterly statement, LINN will prepare it shall have the right, for a period of thirty (30) days after Buyer's receipt of such objection, upon reasonable notice and deliver at a reasonable time, to Xxxxx have Buyer's accounts and records relating to the calculation of the Gunpoint Royalty payment with respect to the calendar quarter in question audited by an independent certified public accountant. If such audit determines that there has been a settlement statement setting forth deficiency or an excess in the cumulative amounts charged payment made to Gunpoint Parent, such deficiency or excess shall be resolved by adjusting the next quarterly Gunpoint Royalty payment due Gunpoint Parent. Gunpoint Parent shall pay all costs of such audit. All books and credited under Section 5.4records used by Buyer to calculate the Gunpoint Royalty due hereunder shall be kept in accordance with generally accepted accounting principles. viii. Transfer or Encumbrance of Royalty. Gunpoint Parent may transfer, pledge, mortgage, charge or otherwise encumber all or any part of its right, title and interest in and to the cumulative cash transfers under Section 5.5Gunpoint Royalty, except that (i) that any change in ownership of the Gunpoint Royalty or any interest therein shall be accomplished in such manner that Buyer shall not be required to make payments to or give notice to more than one person, corporation, or entity, and any other accounting transfer that is required to be made under this Agreement, including but not limited to no change or division in the transfer of Suspense Funds (the “Final Settlement Statement”). As soon as reasonably practicable but not later than the 30th day following receipt of Xxxxx’x statement hereunder, Xxxxx shall deliver to LINN a written report containing any changes that Xxxxx proposes be made to such statement, if any. LINN may deliver a written report to Xxxxx during this same period reflecting any changes that LINN proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the Final Settlement Statement no later than 120 days after the end ownership of the Accounting Period. If Gunpoint Royalty, however accomplished, shall enlarge the Parties are unable to reach an agreement at such timeobligations or diminish the rights of the Buyer, then either Party may submit the remaining matters in dispute to an Independent Expert for resolution pursuant to Section 8.3. Within ten days after the earlier of (a) the expiration of Xxxxx’x 60-day review period without delivery of any written report or (b) the date on which the Parties finally agree on the Final Settlement Statement or the Independent Expert resolves the disputed matters, as applicable, (x) if the net amount of all entries in the Final Settlement Statement shows a balance owed to Xxxxx, then LINN shall pay to Xxxxx via wire transfer into a Xxxxx-owned account such net amount due and (ii) if Buyer shall be under no obligation to make its payments to such assignee, transferee, pledgee or other third party until it has received written notice signed by Gunpoint Parent concerning the net amount Exhibit G – Page 3 assignment, transfer or pledge, together with copies of all entries the documentation evidencing such assignment, transfer or pledge. Exhibit G – Page 4 Exhibit I to Option Agreement Rental Space 00 Xxxxxxxx Xxxx. Xxxxxx 00, 00, 00 Xxxxxx, XX 00000 Landlord/Owner: Xxxx Xxxxxxxxx 000-000-0000 Office 000-000-0000 Cell Exhibit I – Page 1 Exhibit J to Option Agreement SHORT FORM OF OPTION AGREEMENT This Short Form of Option Agreement (“Short Form”), is made effective as of the 12th day of March, 2015 (“Effective Date”), by and between Talapoosa Development Corp., a Delaware corporation (“Buyer”) and Timberline Resources Corporation, a Delaware corporation (“Timberline Parent”), whose addresses are 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx x’Xxxxx, Xxxxx 00000 and American Gold Capital US Inc., a Nevada corporation (“American Gold”), Gunpoint Exploration US Ltd., a Nevada corporation (“Gunpoint US”), and Gunpoint Exploration Ltd., a British Columbia corporation (“Gunpoint Parent” and collectively with American Gold and Gunpoint US, the “Sellers”), whose address is Suite 1620 – 0000 Xxxx Xxxxxx Xxxxxx, Vancouver, British Columbia, Canada V6E 4G1. Buyer and Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” Recitals A. The Parties have entered into that certain Option Agreement by and between Sellers and Buyer dated effective as of the Effective Date (“Option Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Final Settlement Statement shows a balance owed Option Agreement. B. Pursuant to LINNthe terms and conditions of the Option Agreement, then Xxxxx shall pay Sellers have granted to LINN via wire transfer into a LINN-owned account such net amount dueBuyer the option to purchase Sellers’ interest in certain fee property as described on Part 1 of Exhibit A (“Fee Property”), certain unpatented mining claims as described on Part 2 of Exhibit A (“Mining Claims”), and certain water rights as described on Part 5 of Exhibit A (“Water Rights”), and is the lessee under certain leases of fee property as described on Part 3 of Exhibit A (“Leases”), and is the grantee under certain easements as described on Part 4 of Exhibit A (“Easements”) all located in Lyon County, Nevada, and collectively referred to herein as the “Talapoosa Property”, together with certain permits, licenses and governmental authorizations relating to the Tallapoosa Property, as described on Exhibit B (“Permits”) and the rights to use office/warehouse rental space in Reno, Nevada, as described on Exhibit C attached hereto (“Rental Space”). The Talapoosa Property, the Permits and the Rental Space, together with any and all personal property directly related thereto are collectively referred to herein as the “Talapoosa Project”.

Final Settlement. On or before 60 days As soon as practicable after the end of the Accounting PeriodClosing Date, LINN will prepare and deliver to Xxxxx a settlement statement setting forth the cumulative amounts charged and credited under Section 5.4, the cumulative cash transfers under Section 5.5, and but in any other accounting transfer that is required to be made under this Agreement, including but not limited to the transfer of Suspense Funds event within 90 calendar days thereafter (the “Final Settlement Period”), Buyer shall prepare and submit to the Members a proposed statement (the “Final Statement”) which will show the final calculation of the purchase price to be paid for the Interests, including the adjustments provided for in Section 1.1(b) (the “Final Purchase Price”). As soon as reasonably practicable but not later than the 30th day following possible after receipt of Xxxxx’x statement hereunderthe Final Statement, Xxxxx shall but in any event within 30 calendar days after receipt thereof, the Members will deliver to LINN Buyer a written report containing any changes that Xxxxx proposes be made to such statementthe changes, if any, which the Members propose to make to the Final Statement. LINN may deliver In the event no response is made by the Members within such 30-day period, it shall be conclusively presumed that the Members concur with the Final Statement. In such Final Statement there shall be the basis for the Final Purchase Price. In the event that the Members submit a written report response, the parties shall exercise all reasonable efforts to Xxxxx during this agree upon a mutually acceptable Final Purchase Price and the calculation of the amount, if any, due in connection therewith not later than 150 calendar days after the Closing (the “Final Settlement Date”). After agreement upon a Final Purchase Price setting forth the amount by which the Estimated Purchase Price shall be adjusted (either upward or downward) has been reached, the amount by which the Final Purchase Price is more or less than the Preliminary Purchase Price shall be paid within five (5) business days thereafter by the party owing the same period reflecting any changes that LINN proposes by confirmed wire transfer to a bank account or accounts to be made to such statement as a result of additional information received after designated by the statement was preparedappropriate party. The Parties shall undertake In the event Buyer and the Members are unable to agree on with respect to the amounts due pursuant to this Section 5.8(c) before the Final Settlement Statement no later than 120 days after the end of the Accounting Period. If the Parties are unable to reach an agreement at such timeDate, then either Party Company or the Members may submit refer the remaining matters issues in dispute to an Independent Expert for a mutually agreeable accounting firm (or such other recognized firm of public accountants as Company and the Members may mutually agree) and the resolution pursuant to Section 8.3of such issues by such firm shall be final and binding on Company and the Members. Within ten days after The costs of such public accountant shall be borne equally by the earlier of (a) the expiration of Xxxxx’x 60-day review period without delivery of any written report or (b) the date on which the Parties finally agree Members, on the Final Settlement Statement or one hand, and Buyer on the Independent Expert resolves the disputed matters, as applicable, (x) if the net amount of all entries in the Final Settlement Statement shows a balance owed to Xxxxx, then LINN shall pay to Xxxxx via wire transfer into a Xxxxx-owned account such net amount due and (ii) if the net amount of all entries in the Final Settlement Statement shows a balance owed to LINN, then Xxxxx shall pay to LINN via wire transfer into a LINN-owned account such net amount dueother hand.