Common use of Final Statement Clause in Contracts

Final Statement. (a) On or before 180 days after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement setting forth a detailed calculation of all post-Closing Purchase Price Adjustments and supporting documentation pursuant to Section 10.02 (the “Final Statement”). The Final Statement shall include any adjustment, estimate or payment which was not finally determined as of the Closing Date and any amount to be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Final Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Final Statement in order to permit Buyer to perform or cause to be performed an audit. The Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (b) Within five (5) calendar days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller in immediately available funds the net amount due upon (i) the undisputed Final Statement or (ii) resolution of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Statement. (a) Seller shall provide to Buyer monthly settlement statements within 15 days after the end of each calendar month following execution of this Agreement until Closing, setting forth as of the date of such statement a detailed calculation of all post-Closing adjustments applicable to the period of time between the Effective Time and Closing. On or before 180 90 days after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing Closing statement setting forth a detailed calculation of all post-Closing Purchase Price Adjustments adjustments applicable to the period for time between the Effective Time and supporting documentation pursuant to Section 10.02 Closing (the “Proposed Final Statement”). The Proposed Final Statement shall include any adjustment, estimate adjustment or payment which was not finally determined as of the Closing Date and any amount to be accounted for pursuant to the allocation of revenues and expenses as determined in accordance with Section 12.0112. 01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Proposed Final Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Proposed Final Statement in order to permit Buyer to perform or cause to be performed an audit. The Proposed Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar 30th day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (b) Within five (5) calendar days Business Days after the Final Settlement Date, Seller shall pay to Buyer Buyer, or Buyer shall pay to Seller Seller, in immediately available funds the net amount due upon due. For purposes of this Agreement, the term “Final Statement” shall mean (i) the undisputed Proposed Final Statement becoming final pursuant to this Section 12.02, or (ii) upon resolution of any Dispute regarding a Notice of Disagreement, the revised Proposed Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Statement. (a) On or before 180 days after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement setting forth a detailed calculation of all post-Closing Purchase Price Adjustments and supporting documentation pursuant to Section 10.02 (the “Final Statement”). The Final Statement shall include any adjustment, estimate or payment which was not finally determined as of the Closing Date and any amount to be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Final Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Final Statement in order to permit Buyer to perform or cause to be performed an audit. The Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. Seller shall also cooperate with, assist, and provide relevant information to, Tag Along Rights holders who elect to sell Tag Along Assets and any non-operators of the Assets who elect to sell their non-operating interests to Buyer in the preparation of such Tag Along Rights holders’ or non-operators’ Final Statements. (b) Within five (5) calendar days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller in immediately available funds the net amount due upon (i) the undisputed Final Statement or (ii) resolution of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Statement. (a) On or before 180 days after the Closing Date, Seller shall prepare and deliver to Buyer a post-closing statement setting forth a detailed calculation of all post-Closing Purchase Price Adjustments and supporting documentation pursuant to Section 10.02 (the “Final Statement”). The Final Statement shall include any adjustment, estimate or payment which was not finally determined as of the Closing Date and any amount to be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Final Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Final Statement in order to permit Buyer to perform or cause to be performed an audit. The Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. Seller shall also cooperate with, assist, and provide relevant information to, Tag Along Rights holders who elect to sell Tag Along Assets and any non- operators of the Assets who elect to sell their non-operating interests to Buyer in the preparation of such Tag Along Rights holders’ or non-operators’ Final Statements. (b) Within five (5) calendar days after the Final Settlement Date, Seller shall pay to Buyer or Buyer shall pay to Seller in immediately available funds the net amount due upon (i) the undisputed Final Statement or (ii) resolution of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution.

Final Statement. For purposes of this Section 14.10, all items described in this Section 14.10 and reflected on a Preliminary Closing Statement prepared by Owner are deemed the estimates of the prorations, credits and other adjustments subject to adjustment hereunder. No later than ninety (a90) On or before 180 days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer Lender and Owner a post-proposed final closing statement setting forth (a detailed calculation of all post-Closing Purchase Price Adjustments and supporting documentation pursuant to Section 10.02 (the “Final Statement”)) for the Closing, which shall correct the estimates and (if necessary) other amounts used in the Preliminary Closing Statement, as adjusted in accordance with facts discovered by either Party after Closing. The Lender and/or Owner shall have ten (10) business days to review such proposed Final Statement shall include any adjustment, estimate and to either approve the same or payment which was not finally determined as of to request changes thereto by written notice to Buyer. If Lender and/or Owner requests changes to the Closing Date and any amount to be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the proposed Final Statement. Seller , the Parties shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on work together in good faith to finalize the Final Statement in order within five (5) business days of such written notice. If Lender and/or Owner and Buyer are unable to permit Buyer resolve their disagreements with respect to perform or cause to be performed an audit. The a proposed Final Statement shall become final and binding upon the parties on the thirtieth within five (30th5) calendar day following business days after Buyer’s receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives of such written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely mannerfrom Lender and/or Owner, then the dispute shall be submitted to an independent accounting firm mutually agreed upon by Owner and Buyer, and such accounting firm shall make a determination regarding the dispute within twenty (20) days after being engaged for such purpose. The accounting firm’s final determination shall be binding on both Parties and shall resolve constitute the Dispute (as defined in Section 16.01) evidenced agreed upon Final Statement hereunder with respect to the Closing. Costs related to the engagement of the accounting firm shall be borne equally by the Notice of Disagreement in accordance with Article XVI. (b) Lender and Buyer. Within five (5) calendar business days after a Final Statement has been agreed upon by Lender and Buyer, Lender or Buyer (as the Final Settlement Date, Seller case may be) shall pay to Buyer or Buyer shall pay to Seller in immediately available funds the other the net amount due amount, if any, owing and not then paid as shown by such agreed upon (i) the undisputed Final Statement or (ii) resolution of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolutionStatement.

Final Statement. (a) On or before 180 No later than 60 days after the Closing Date, Seller shall prepare Purchaser will cause to be prepared and deliver delivered to Buyer the Company a post-closing statement setting forth a detailed calculation of all post-Closing Purchase Price Adjustments and supporting documentation (as finally determined pursuant to this Section 10.02 (1.06, the “Final Statement”) that sets forth (i) the Closing Specified Net Assets (as finally determined pursuant to this Section 1.06, the “Final Closing Specified Net Assets”), (ii) the Delinquency Adjustment (as finally determined pursuant to this Section 1.06, the “Final Delinquency Adjustment”), (iii) the MERS Adjustment (as finally determined pursuant to this Section 1.06, the “Final MERS Adjustment”), (iv) Tax Contract Adjustment (as finally determined pursuant to this Section 1.06, the “Final Tax Contract Adjustment”), and Purchaser’s calculation of the Final Cash Payment. The Final Statement shall include any adjustment, estimate or payment which was not finally determined as will be prepared by Purchaser on an unaudited basis. The presentation of the Closing Date and any amount to Specified Net Assets will be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation same form as that utilized in the Sample Statement, utilizing the Accounting Principles. If the Company disagrees with Purchaser’s calculation of any of the items in the Final Statement as delivered by Purchaser, the Company may, within 30 days after delivery of the Final StatementStatement by Purchaser, deliver a written notice to Purchaser that specifies the items or amounts disputed and sets forth the basis therefor in reasonable detail (an “Objection Notice”). Seller The Company shall provide Buyer be deemed to have agreed with all items and amounts for which no Objection Notice is delivered within such 30-day period. If an Objection Notice is delivered by the Company, Purchaser and the Company will, during the 30 days following delivery of the Objection Notice, cooperate in good faith with the objective of jointly agreeing on a calculation of the Final Cash Payment. For purposes of complying with the terms set forth in this Section 1.06, each Party will cooperate with and make available to the other Party and its representatives all information, records, data and information working papers, and will permit access to its facilities and personnel, as Buyer may reasonably request supporting be required in connection with the amounts reflected on preparation and analysis of the calculations of the Final Statement in order Cash Payment, including with respect to permit Buyer to perform any valuations or cause calculations to be performed an audit. The Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so assertedconnection therewith. If the Purchaser and the Company are able to agree upon a Notice calculation of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (b) Within five (5) calendar days after the Final Settlement DateCash Payment, Seller shall pay to Buyer or Buyer shall pay to Seller in immediately available funds Section 1.06(c) will not apply and the net amount due upon (i) relevant party will make the undisputed Final Statement or (ii) resolution of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issuepayments contemplated by Section 1.06(d)-(f), as applicable. If they are unable so to agree, following such resolutionthen Section 1.06(c) will apply.

Final Statement. (a) On or before 180 days after Within six months following the Closing Date, Seller shall Vendor shall, in consultation with Purchaser, prepare and deliver to Buyer a post-closing statement (a “Final Statement”) setting forth a detailed calculation of all post-Closing forth, in reasonable detail: (i) the final Adjustment Amount; (ii) the Purchase Price, as finally determined; and (iii) the difference between the Purchase Price Adjustments Estimate and supporting documentation pursuant to Section 10.02 the Purchase Price (the “Final StatementAdjustment Payment Amount”). The Final Statement shall include any adjustment, estimate or payment which was not finally determined as of the Closing Date and any amount to be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the Final Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Final Statement in order to permit Buyer to perform or cause to be performed an audit. The Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. (b) Within five (5) calendar days after the The Final Settlement Date, Seller Adjustment Payment Amount shall pay to Buyer be paid by either Vendor or Buyer shall pay to Seller in immediately available funds the net amount due upon (i) the undisputed Final Statement or (ii) resolution of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issuePurchaser, as applicable, within 30 days of the determination of such amount. If the Final Adjustment Payment Amount is not paid by Vendor or Purchaser, as applicable, within such 30-day period, the Final Adjustment Payment Amount shall bear interest at the Interest Rate from the end of such 30-day period until the date the amount is paid. (c) During the six month period following the Closing Date, Purchaser may audit the books, records and accounts of Vendor, Agrium Inc. and Agrium Products respecting the Purchased Assets, for the purpose of effecting adjustments pursuant to this Article 3. Such audit shall be conducted upon reasonable notice to Vendor, at the offices of Vendor, Agrium Inc. or Agrium Products during their normal business hours and shall be conducted at the sole expense of Purchaser. (d) If, for any reason, Vendor and Purchaser are unable to agree on the Final Adjustment Payment Amount, Vendor and Purchaser shall refer such resolutionmatter for resolution in accordance with Article 14. (e) There shall be no further adjustments to the Base Price following the determination by Vendor and Purchaser (or in accordance with Article 14, as applicable) of the Final Adjustment Payment Amount.

Final Statement. (ai) On or before 180 Parent shall cause to be prepared and, as soon as practical, but in no event later than forty-five (45) days after the Closing Date, Seller shall prepare and deliver cause to Buyer be delivered to the Securityholder Representative, a post-closing statement setting forth a detailed calculation of all post-Closing Purchase Price Adjustments the Signing Working Capital Amount and supporting documentation pursuant to Section 10.02 the Signing Cash Balance (the “Final Statement”). The ) together with such schedules and data with respect to the determination thereof as may be appropriate to support such Final Statement shall include any adjustment, estimate or payment which was not finally determined as Statement. (ii) For a period of thirty (30) days following the Closing Date and any amount to be accounted for pursuant to Section 12.01. To the extent reasonably required by Seller, Buyer shall assist in the preparation delivery of the Final Statement. Seller , the Securityholder Representative and/or its, his or her accountants shall provide Buyer such data be provided with reasonable access to and information as Buyer may reasonably request supporting the right to review and copy, at reasonable times during normal business hours upon not less than two (2) Business Days’ prior written notice, those books, records and work papers of the Company and the Final Surviving Entity which are relevant to the calculation of the Signing Working Capital Amount and Signing Cash Balance solely for purposes of verifying the amounts reflected on thereof. If the Securityholder Representative disputes any items in or components of the Final Statement Statement, the Securityholder Representative shall notify the Parent in order to permit Buyer to perform or cause to be performed an audit. The Final Statement shall become final and binding upon the parties on the thirtieth (30th) calendar day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify writing, setting forth in reasonable detail the dollar amount, nature and basis of any disagreement so assertedsuch dispute within thirty (30) days after receipt of the Final Statement (the “Dispute Notice”). If the Securityholder Representative fails to deliver a Dispute Notice of Disagreement is received by Seller in a timely mannerwithin such thirty (30) day period, then the Parties Final Statement and the Parent’s determination of the Signing Working Capital Amount and Signing Cash Balance set forth therein shall be deemed final, binding and conclusive for all purposes hereunder. In the event a Dispute Notice is timely given by the Securityholder Representative, the Parent and the Securityholder Representative shall use their diligent good faith efforts to resolve such dispute between themselves. If the parties are unable to resolve the dispute within thirty (30) days after delivery of the Dispute Notice, then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm reasonably acceptable to the Parent and the Securityholder Representative (the “Independent Accountant”) to resolve the dispute and to make a final determination of the Signing Working Capital Amount and Signing Cash Balance. The Independent Accountants shall be directed to resolve the dispute as defined promptly as practicable (and in any event within thirty (30) days from the date that the dispute is submitted to it). Parent and the Securityholders’ Representative shall each furnish to the Independent Accountant such work papers and other documents and information relating to the disputed issues, and shall provide interviews and answer questions, as such Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, conclusive and binding on the parties hereto. The amounts determined to be the Signing Working Capital Amount and the Signing Cash Balance pursuant to this Section 16.011.7(b)(ii) evidenced shall constitute the “Final Working Capital” and the “Final Cash Balance,” respectively. The fees and expenses of the Independent Accountant in connection with the resolution of disputes pursuant to this paragraph shall be shared equally by the Notice of Disagreement Parent and the Shareholders; provided, however, that if the Independent Accountant determines that one party has adopted a position or positions that is/are frivolous or clearly without merit, the Independent Accountant may, in accordance with Article XVI. (b) Within five (5) calendar days after the Final Settlement Dateits discretion, Seller shall pay to Buyer require that a greater portion, or Buyer shall pay to Seller in immediately available funds the net amount due upon (i) the undisputed Final Statement or (ii) resolution all, of any Dispute regarding a Notice of Disagreement, the revised Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following fees and expenses be paid by such resolutionparty.