PROPOSED REVISED ADJUSTED PURCHASE PRICE BY WRITTEN NOTICE TO THE OTHER
PARTY WITHIN 30 DAYS OF THE DATE OF RECEIPT OF THE STATEMENT REFERRED TO IN
SECTION 2.4(A) SETTING FORTH, IN REASONABLE DETAIL, THE BASIS FOR THE DISPUTE.
IF THE PARTIES DO NOT AGREE ON THE CALCULATION OF THE ADJUSTMENT AMOUNTS WITHIN
15 DAYS OF ANY NOTICE OF DISPUTE, THE BUYER AND THE SELLERS WILL SELECT (WITHIN
10 DAYS OF THE EXPIRATION OF THAT 15 DAY PERIOD) AN ACCOUNTING FIRM MUTUALLY
ACCEPTABLE TO THEM TO RESOLVE ANY REMAINING OBJECTIONS.
IF THE BUYER AND THE
SELLERS ARE UNABLE TO AGREE ON THE CHOICE OF AN ACCOUNTING FIRM WITHIN SUCH 10
DAY PERIOD, THEY WILL SELECT, WITHIN AN ADDITIONAL 10 DAY PERIOD, THE CALGARY
OFFICE OF A NATIONALLY-RECOGNIZED ACCOUNTING FIRM BY LOT (AFTER EXCLUDING THEIR
RESPECTIVE REGULAR OUTSIDE ACCOUNTING FIRMS) THAT IS QUALIFIED TO PROVIDE AN
AUDIT OPINION IN RESPECT OF THE FINANCIAL STATEMENTS OF A "REPORTING ISSUER", AS
THAT TERM IS DEFINED IN CANADIAN SECURITIES LAW.
THE DETERMINATION OF ANY
ACCOUNTING FIRM SO SELECTED (AND THE DETERMINATION IT MAKES PURSUANT TO ITS
POWER TO RESOLVE ANY OBJECTIONS REGARDING THE ADJUSTED PURCHASE PRICE) WILL BE
SET FORTH IN WRITING AND WILL BE CONCLUSIVE AND BINDING UPON THE BUYER AND THE
SELLERS FOR PURPOSES OF DETERMINING ADJUSTMENTS TO THE PURCHASE PRICE PURSUANT
TO THIS SECTION 2.4.
THE COST AND EXPENSE OF SUCH ACCOUNTING FIRM SHALL BE
BORNE EQUALLY BY THE BUYER AND THE SELLERS.
SUCH ACCOUNTING FIRM SHALL BE
ENGAGED ON THE BASIS THAT IT WILL MAKE ITS DETERMINATION WITHIN 60 DAYS OF BEING
SELECTED.
(C)
IF ALL OF THE ADJUSTMENT AMOUNTS ARE AGREED
TO BY THE PARTIES OR DETERMINED BY AN APPOINTED ACCOUNTING FIRM IN ACCORDANCE
WITH THIS SECTION 2.4, AS THE CASE MAY BE, AND IF:
(I)
THE SUM OF SUCH ADJUSTMENTS WOULD RESULT
IN A REVISED ADJUSTED PURCHASE PRICE (THE "RECALCULATED VALUE") WHICH IS LESS IN
VALUE THAN THE AMOUNT OF THE ADJUSTED PURCHASE PRICE SET FORTH IN THE ADJUSTED
PURCHASE PRICE NOTICE DELIVERED PURSUANT TO SECTION 2.3 (THE "ORIGINAL VALUE"),
THEN THE SELLERS SHALL PAY TO THE BUYER THE AMOUNT OF THE ORIGINAL VALUE LESS
THE RECALCULATED VALUE WITHIN TWO (2) BUSINESS DAYS BY WIRE TRANSFER; OR
(II)
IF THE RECALCULATED VALUE IS GREATER THAN
THE ORIGINAL VALUE, THEN THE BUYER SHALL PAY TO THE SELLERS THE AMOUNT, IF ANY,
BY WHICH THE RECALCULATED VALUE IS GREATER THAN THE ORIGINAL VALUE WITHIN TWO
(2) BUSINESS DAYS BY WIRE TRANSFER.
(D)
ANY ADJUSTMENTS DETERMINED IN ACCORDANCE
WITH THIS SECTION 2.4 SHALL BE MADE IN ACCORDANCE WITH CANADIAN GAAP AND NO
ADJUSTMENT SHALL BE MADE FOR CHANGES IN THE EXCHANGE RATE FOR THE CANADIAN
DOLLAR IN EFFECT AFTER THE CLOSING DATE.
(E)
THE BUYER AND THE SELLERS SHALL HAVE NO
REMEDY WHATSOEVER IN RESPECT OF ANY DETERMINATION OF A RECALCULATED VALUE,
EXCEPT PURSUANT TO THIS SECTION 2.4.
15
SECTION 2.5
TREATMENT OF THE TRACE OPTIONS
(A)
PURSUANT TO THOSE CERTAIN AGREEMENTS BY
WHICH TRACE AWARDED STOCK OPTIONS TO THE PERSONS