PRICE, AS
ADJUSTED AND PAYABLE AS PROVIDED FOR IN THIS AGREEMENT; AND
(B)
EACH PARTY SHALL DELIVER TO THE OTHER PARTY ALL DOCUMENTS REQUIRED
TO BE DELIVERED BY IT AT THE CLOSING TIME PURSUANT TO ARTICLE 7 AND ARTICLE 8.
2.2
PLACE OF CLOSING
The Closing shall take place at the Closing Time at the offices of Vendor's
Counsel located at Suite 4300, Bankers Hall West, 888 - 3rd Street SW, Calgary,
Alberta, or at such other place as may be agreed on in writing by Vendor and
Purchaser.
2.3
TENDER
Any tender of documents or money under this Agreement may be made on the Parties
or their respective counsel and, subject to any express provisions of this
Agreement to the contrary, money shall be tendered by wire transfer of
immediately available funds in the applicable currency specified herein to the
account specified by the Party to which payment is being made.
ARTICLE 3
PURCHASE PRICE
3.1
PURCHASE PRICE
The amount payable by Purchaser to Vendor for the Purchased Shares (the
"Purchase Price") shall be an aggregate amount equal to:
(A)
US$1,800,000,000 (THE "BASE PRICE");
(B)
PLUS THE NET WORKING CAPITAL AMOUNT (IF POSITIVE); OR MINUS THE
NET WORKING CAPITAL AMOUNT (IF NEGATIVE); MINUS
(C)
ANY DISTRIBUTIONS MADE DURING THE INTERIM PERIOD.
The Purchase Price shall be subject to adjustment in accordance with
Section 3.3.
3.2
PAYMENT OF PURCHASE PRICE
The Purchase Price shall be paid by Purchaser to Vendor as follows:
(A)
ON EXECUTION AND DELIVERY OF THIS AGREEMENT, PURCHASER SHALL PAY
TO THE ESCROW AGENT TO BE HELD BY THE ESCROW AGENT PURSUANT TO THE ESCROW
AGREEMENT AN AMOUNT EQUAL TO US$180,000,000 (THE "DEPOSIT") AS A DEPOSIT AGAINST
THE PAYMENT OF THE PURCHASE PRICE; AND
(B)
AT THE CLOSING TIME, SUBJECT TO ARTICLE 12, PURCHASER SHALL PAY TO
VENDOR, AN AGGREGATE AMOUNT EQUAL TO:
19
(I)
THE SUM OF THE BASE PRICE AND THE PRELIMINARY NET WORKING CAPITAL
AMOUNT (IF POSITIVE); MINUS
(II)
THE SUM OF THE DEPOSIT (INCLUDING INTEREST THEREON, LESS
APPLICABLE WITHHOLDING TAXES), THE PRELIMINARY NET WORKING CAPITAL AMOUNT (IF
NEGATIVE) AND ANY DISTRIBUTIONS MADE DURING THE INTERIM PERIOD.
The Deposit shall be paid by the Escrow Agent to Vendor as part of the Purchase
Price.
Subject to this Agreement and the Escrow Agreement, the Parties shall
cause the Escrow Agent to deliver the Deposit to Vendor at the Closing Time.
3.3
POST CLOSING ADJUSTMENT TO THE NET WORKING CAPITAL AMOUNT
(A)
VENDOR SHALL, NOT LATER THAN THREE BUSINESS DAYS BEFORE THE
CLOSING DATE, PROVIDE TO PURCHASER A STATEMENT SETTING FORTH VENDOR'S GOOD FAITH
ESTIMATE (THE "PRELIMINARY NET WORKING CAPITAL AMOUNT") OF THE NET WORKING
CAPITAL AMOUNT AND THE ACTUAL AMOUNT OF THE DISTRIBUTIONS MADE OR TO BE MADE
DURING THE INTERIM PERIOD.
THE AMOUNT OF THOSE DISTRIBUTIONS SHALL BE CONVERTED
FROM CANADIAN CURRENCY INTO US DOLLARS AS OF THE DATE OF THAT STATEMENT.
THE
PRELIMINARY NET WORKING CAPITAL AMOUNT AND THE AMOUNT OF THE DISTRIBUTIONS MADE
DURING THE INTERIM PERIOD PROVIDED IN THAT STATEMENT