Common use of Statement of Adjustments Clause in Contracts

Statement of Adjustments. (a) The Vendor shall carry out an interim accounting and adjustment and prepare and deliver to the Purchaser at least three (3) Business Days prior to the Closing Date a statement setting forth the Vendor's good faith estimate of all adjustments to be made for the Transaction (the "Interim Statement of Adjustments"). The Vendor shall carry out a final accounting and adjustment and prepare and deliver to the Purchaser a statement setting forth all adjustments to be made for the Transaction no later than three (3) months following the Closing Date (the "Final Statement of Adjustments"). No Party shall be obligated to make any further adjustments after the Final Statement of Adjustments is finalized unless arising from a specific request in writing is made by a Party within three (3) months following the Closing Date identifying in reasonable detail an adjustment required by this Agreement, provided that an adjustment shall not be made unless such individual adjustment exceeds Ten Thousand Dollars ($10,000.00). (b) All adjustments shall be settled by the prompt payment by any Party obliged to make payment pursuant to this Agreement. Interest at the Prime Rate plus two percent (2%) per annum shall be paid on any adjustment which remains unpaid by one Party to the other Party thirty (30) days after receipt of the notice that adjustment is to be paid from such thirtieth day to the date of payment. (c) The Purchaser shall have the right at any time during the three (3) month period following the Closing Date, upon thirty (30) days prior written notice to the Vendor, during the Vendor's normal business hours and at the Purchaser's sole cost, to examine, copy and audit the accounting and financial books, records and accounts of the Vendor relating to the Assets for the purpose of effecting adjustments pursuant to and within the time provided for in this Section 4.1. Vendor shall cooperate with the Purchaser so as to facilitate the scheduling of such audit. (d) Nothing in this Agreement shall restrict or otherwise interfere with the audit rights which the Vendor may have under any of the agreements pertaining to the Assets for the period prior to the Effective Time, it being the intention of the Parties that any adjustments occurring as a result of the exercise of such audit rights by the Vendor shall be for the account of the Vendor. For the purposes hereof, the expression "audit rights" shall include the right to initiate an audit or to participate in or receive the benefits from such an audit.

Statement of Adjustments. (a) The Vendor Vendors shall carry out an interim accounting and adjustment and prepare and deliver to the Purchaser at least three five (35) Business Days prior to the Closing Date a statement setting forth the Vendor's Vendors’ good faith estimate of all adjustments to be made for the pursuant to this Transaction (the "“Interim Statement of Adjustments"Accounting and Adjustment” or “ISOA”). The Vendor Purchaser shall pay the Closing Payment to CPCRC based on the calculation specified therefor in the ISOA. (b) The Vendors shall carry out a final accounting and adjustment and prepare and deliver to the Purchaser a statement setting forth all adjustments to be made for the pursuant to this Transaction no later than three December 31, 2017, unless extended by the mutual agreement of the Parties, which in any event shall be not later than two hundred and forty days (3240) months days following the Closing Date (the "“Final Statement of Adjustments"Accounting and Adjustment” or “FSOA”). No Party The Final Statement of Accounting and Adjustment shall include the portion of Severance Costs payable by Purchaser pursuant to Clause 3.4(h) and 3.4(i). (c) The Vendors shall not be obligated to make any further adjustments after the Final Statement FSOA is finalized, evidenced by the Parties signing an FSOA which clearly states that it is the final statement of Adjustments is finalized all adjustments and by payment made pursuant thereto, unless arising from the individual adjustment arises from: (i) an audit conducted pursuant to Clause 4.2(f); (ii) a specific request in writing is made by a Party within three twelve (312) months following the Closing Date Purchaser’s receipt of the FSOA identifying in reasonable detail an adjustment required by this Agreement; or (iii) a statement relating to a Thirteenth Month Adjustment, written notice of which is delivered to the Vendors within twenty-six (26) months following the end of the calendar year in which the Closing Date occurs; or (iv) an audit initiated by a Third Party having the right to conduct such an audit (other than the Crown), written notice of which is delivered to the Vendors within twenty-six (26) months following the end of the calendar year in which the Closing Date occurs; or (v) a statement from the Crown relating to a Crown gas royalty invoice, written notice of which is delivered to the Vendors within twenty-six (26) months following the end of the calendar year in which the Closing Date occurs; or (vi) an audit initiated by the Crown, written notice of which is delivered to the Vendors within forty- eight (48) months from the end of the calendar year in which the Closing Date occurs; provided that an adjustment shall not be made under paragraphs (iii), (iv), (v) and (vi) above, unless such individual adjustment amount exceeds Ten Thousand Canadian Dollars ($10,000.00)CAD $ ) [REDACTED - Threshold Dollar Amount of Adjustment]and, to the extent applicable, is specifically requested in writing within ninety (90) days of: (A) completion of the audit field work if the requesting Party conducting the audit is Purchaser; and (B) the requesting Party’s receipt of the final audit report if the audit is conducted by the applicable Third Party. The other Party shall reply to any request for an adjustment within sixty (60) days of receipt of the request. (bd) All adjustments shall be settled by the prompt payment by any Party obliged to make payment pursuant to this Agreement. Interest at the Prime Default Rate plus two percent (2%) per annum shall be paid on any adjustment which remains unpaid by one Party to the other Party thirty (30) days after receipt of the notice that adjustment is to be paid from such thirtieth day to the date of payment. (ce) Following Closing, and until the FSOA is prepared and delivered in accordance with Clause 4.2(b), in respect of the WCBU Assets, the Parties shall make such payments (in Canadian Dollars) as are necessary to settle, on a reasonably practicable basis, and not less frequently than monthly, all adjustments calculated in accordance with Clause 4.1(d) to the extent not accounted for in the ISOA, as a result of this Clause 4.2(e), or in the FSOA. (f) The Purchaser shall have the right at any time during the three twelve (312) month period months following the Closing DatePurchaser’s receipt of the FSOA, upon thirty (30) days days’ prior written notice to the VendorVendors, during the Vendor's Vendors’ normal business hours and at the Purchaser's ’s sole cost, to examine, copy and audit the accounting and financial books, records and accounts of the Vendor Vendors relating to the WCBU Assets for the purpose of effecting adjustments pursuant to and within the time provided for in this Section 4.1Clause 4.2. Vendor CPCRC shall have the right at any time during the twelve (12) months following the Purchaser’s receipt of the FSOA, upon thirty (30) days’ prior written notice to the Purchaser, during the Purchaser’s normal business hours and at CPCRC’s sole cost, to examine, copy and audit the accounting and financial books, records and accounts of the Purchaser relating to the FCCL Partnership for the purpose of effecting adjustments pursuant to and within the time provided for in this Clause 4.2. The Purchaser shall cooperate with the Purchaser Vendors so as to facilitate the scheduling of such auditaudits. (dg) Nothing in this Agreement shall restrict or otherwise interfere with the audit rights which the Vendor Parties may have under any of WCBU Title and Operating Documents or the agreements pertaining to the Assets FCCL Partnership Agreement for the period prior to the Effective Time, it being the intention of the Parties that any adjustments occurring as a result of the exercise of such audit rights by the Vendor Parties shall be for the account of the VendorParty entitled to the benefit of, or responsibility for the liability resulting from the exercise of such audit rights under the WCBU Title and Operating Documents or the FCCL Partnership Agreement, as of the Effective Date as the context requires. For the purposes hereof, the expression "“audit rights" ” shall include the right to initiate an audit or to participate in or receive the benefits from such an audit.

Statement of Adjustments. (a) The Vendor At Closing, the amount to be paid by Purchaser to Vendors for the Securities pursuant to Section 2.1 shall carry out be adjusted in accordance with an interim accounting and adjustment and prepare and deliver statement of adjustments prepared for Closing by the Corporation, which statement shall be delivered to the Purchaser at least three (3) Business Days two days prior to the Closing Date Date. If pursuant to such interim accounting statement of adjustments there is an adjustment in favour of Vendors then the amount to be paid by Purchaser to Vendors pursuant to Section 2.1 shall be increased by such amount and if there is an adjustment in favour of Purchaser then the amount to be paid by Purchaser to Vendors pursuant to Section 2.1 shall be reduced by such amount. Within ninety (90) days of Closing or such other time as is agreed to by Purchaser and Vendors, Purchaser shall prepare and submit a final accounting statement setting forth of adjustments on the Vendor's good faith estimate of all same basis as aforesaid and the Purchaser and Principal Shareholders or their representative(s) shall meet in an attempt to agree upon any further adjustments to be made for and upon agreement the Transaction Purchaser shall then forward to Vendors' Counsel a notice signed by each of the Purchaser and the Principal Shareholders of the adjustments upon which the Purchaser and the Vendors have agreed and directing Vendors' Counsel to release certain funds from the Purchase Price Holdback to either Purchaser or Vendors. During the one hundred twenty (120) day period following Closing, Purchaser and Vendors shall have the "Interim Statement right to audit the accountings and adjustments set forth in Sections 2.3 and 2.4 above. In the event of Adjustments"). The Vendor shall carry out a final dispute regarding the accounting and adjustment adjustments set forth in Sections 2.3 and prepare 2.4, the unresolved matters will be referred to arbitration in accordance with the Arbitration Act (Alberta) or other similar legislation in force in the province of Alberta from time to time and deliver the Purchaser shall forward to Vendors' Counsel a notice (a "Dispute Notice") setting forth details as to the Purchaser a statement setting disagreement and the amount which is in dispute. Notwithstanding the foregoing, no party shall be entitled to audit the accountings and adjustments set forth all adjustments to be made for the Transaction no later than three in Sections 2.3 and 2.4 above after one hundred twenty (3120) months days following the Closing Date (the "Final Statement of Adjustments"). No Party nor shall any party be entitled or obligated to make any further adjustments after such one hundred twenty (120) day period unless, within one hundred twenty (120) days, such adjustment has been specifically requested, by notice in writing, and the Final Statement of Adjustments is finalized unless arising from a specific request in writing is made by a Party within three (3) months following the Closing Date identifying in reasonable detail an adjustment required by this Agreement, provided that an adjustment shall not be made unless such individual adjustment exceeds Ten Thousand Dollars ($10,000.00)has either been agreed to as aforesaid or referred to arbitration as aforesaid. (b) All adjustments shall be settled by the prompt payment by any Party obliged to make payment pursuant to this Agreement. Interest at the Prime Rate plus two percent (2%) per annum shall be paid on any adjustment which remains unpaid by one Party to the other Party thirty (30) days after receipt of the notice that adjustment is to be paid from such thirtieth day to the date of payment. (c) The Purchaser shall have the right at any time during the three (3) month period following the Closing Date, upon thirty (30) days prior written notice to the Vendor, during the Vendor's normal business hours and at the Purchaser's sole cost, to examine, copy and audit the accounting and financial books, records and accounts of the Vendor relating to the Assets for the purpose of effecting adjustments pursuant to and within the time provided for in this Section 4.1. Vendor shall cooperate with the Purchaser so as to facilitate the scheduling of such audit. (d) Nothing in this Agreement shall restrict or otherwise interfere with the audit rights which the Vendor may have under any of the agreements pertaining to the Assets for the period prior to the Effective Time, it being the intention of the Parties that any adjustments occurring as a result of the exercise of such audit rights by the Vendor shall be for the account of the Vendor. For the purposes hereof, the expression "audit rights" shall include the right to initiate an audit or to participate in or receive the benefits from such an audit.