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Calculation procedure Standard calculation Clause Samples

Calculation procedure Standard calculation. F(x), where Δx ≤ 0.001; m(t)

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• Escalation Procedure Tentative Rates for those species and products listed in A4a are subject to quarterly escalation in accordance with the following pro- cedures: The calendar quarter index average for each price index described in A5 is the arithmetic average of the three such monthly price indices preceding January 1, April 1, July 1, and October 1. The difference between calendar quarter index average and Base Index listed in A4a shall be the basis for quarterly escalation. To arrive at Current Contract Rates for timber Scaled during the preceding calendar quarter, Tentative Rates for each species shall be reduced or increased by such difference, except when the calendar quarter index average is: (a) Less than the Base Index, the reduction shall not result in a rate below Base Rate or (b) Greater than the Base Index, the increase shall not exceed the difference between Tentative Rate and Base Rate. In the event of Contract Term Extension, the escala- tion procedure will be used during the extension period, except that adjusted payment rates for any calendar quar- ter cannot be less than Tentative Rates, for each species and product group, established under B8.23 for the ex- tension period.

• Selection Procedure 10.2.4.1 Internal applicants shall be defined as all applicants with seniority in accordance with Article 12.5. 10.2.4.2 In filling a posted vacancy, first consideration shall be given to internal applicants who meet the stated qualifications. All Faculty members who meet the stated qualifications for the posted vacancy shall be interviewed by the Selection Committee. Past service and evaluations shall be considered by the Committee. The best qualified candidate shall be recommended for appointment to the position. 10.2.4.3 Where the qualifications of two or more of the applicants are relatively equal, the applicant with the greatest seniority shall be recommended for appointment to the position. 10.2.4.4 In establishing the qualifications, and in evaluating the qualifications and past performance of the applicants, the committee shall act in good faith, in a fair and reasonable manner, and shall not act in an arbitrary or discriminatory fashion. 10.2.4.5 Following the interviews, the committee will submit its recommendations containing a list of qualified candidates in order of preference, through the appropriate ▇▇▇▇ to the President or delegate. 10.2.4.6 New faculty members shall be appointed only when there are no qualified internal applicants. 10.2.4.7 If there are no qualified internal applicants, the selection committee may consider external applications, in accordance with the procedure outlined above. 10.2.4.8 Internal applicants will be advised as soon as possible of the selection committee's decision that the committee will be considering external applications in accordance with Article 10.2.4.7.

• Payment Calculation District shall pay Contractor at a rate of $ per . District shall pay Contractor as described in attached Exhibit A

• ESCALATION PROCEDURES 48.1 The Standard Practices outlines the escalation process which may be invoked at any point in the Service Ordering, Provisioning, and Maintenance processes to facilitate rapid and timely resolution of disputes.

• Adjustment Procedure (a) Within ninety (90) days after the Closing, Buyer shall prepare and deliver to the Stockholders’ Representative (i) a certificate (the “Closing Certificate”) setting forth Buyer’s calculation of the Merger Consideration as of the Closing Date, including an itemized statement of the Closing Working Capital and (ii) a balance sheet of the Acquired Companies as of the Closing Date reflecting Buyer’s calculation of each of the components of the Merger Consideration (the “Closing Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with and used in preparing the Historical Financial Statements. (b) The Stockholders’ Representative shall have thirty (30) days from the date on which the Closing Certificate and Closing Balance Sheet has been delivered to it to raise any objection(s) to the Closing Certificate and the Closing Balance Sheet, by delivery of written notice to Buyer setting forth such objection(s) in reasonable detail (the “Disputed Items”). In the event that the Stockholders’ Representative shall not deliver any such objection(s) with respect to the Closing Certificate and the Closing Balance Sheet within such 30-day period, then the Closing Certificate and the Closing Balance Sheet shall be deemed final for purposes of this Section 2.10 and this Agreement. In the event that any such objection(s) are so delivered, the Closing Certificate and the Closing Balance Sheet shall be deemed not final and Buyer and the Stockholders’ Representative shall attempt, in good faith, to resolve the Disputed Items and, if they are unable to resolve all of the Disputed Items within 30 days of delivery of such notice, shall, within five (5) Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items related to the Closing Working Capital to the Independent Accounting Firm. Buyer, the Surviving Corporation and the Stockholders’ Representative shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the Disputed Items related to the Closing Working Capital reasonably requested by the Independent Accounting Firm to the extent available to the Surviving Corporation or its Representatives, Buyer or its Representatives or the Stockholders’ Representative or its Representatives. Buyer and the Stockholders’ Representative shall be afforded an opportunity to present to the Independent Accounting Firm any material related to the Disputed Items related to the Closing Working Capital and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm will (i) resolve only the outstanding Disputed Items related to the Closing Working Capital and may not assign a value greater than the greatest value claimed for any item by either party or smaller than the smallest value claimed for any item by either party, and (ii) re-calculate the Merger Consideration as of the Closing Date using the calculations set forth in the Closing Certificate, as modified only by (A) the Independent Accounting Firm’s resolution of the outstanding Disputed Items and/or (B) the written agreement of Buyer and the Stockholders’ Representative. The determination by the Independent Accounting Firm, as set forth in a notice to be delivered to Buyer and the Stockholders’ Representative within thirty (30) days after the submission of the Disputed Items related to the Closing Working Capital to the Independent Accounting Firm, shall be final, binding and conclusive on Buyer, the Stockholders’ Representative and all Securityholders. The fees, costs and expenses of the Independent Accounting Firm will be borne by the party whose positions generally did not prevail in such determination, as determined by such Independent Accounting Firm, or if the Independent Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne 50% by the Stockholders’ Representative (payable solely out of the Representative Fund) and 50% by Buyer. (c) At such time as the Closing Certificate and the Closing Balance Sheet shall become final in accordance with Section 2.10(b), the Merger Consideration determined in accordance with the final Closing Certificate (the “Final Merger Consideration”) shall be compared to the Estimated Merger Consideration. If the Estimated Merger Consideration is greater than the Final Merger Consideration, the Securityholders shall pay to Buyer an amount equal to such excess (the “Adjusted Working Capital Deficiency”). Any payment to be made by the Securityholders pursuant to this Section 2.10(c) shall be made, within five (5) Business Days from the date that the Closing Certificate and the Closing Balance Sheet are finally determined pursuant to this Section 2.10, first by release of such amount from the Escrow Fund, second, if necessary, from the Representative Fund, and, third, if necessary, from the Securityholders (other than the holders of Dissenting Shares). If the Final Merger Consideration is greater than the Estimated Merger Consideration, the amount by which the Final Merger Consideration is greater than the Estimated Merger Consideration shall be referred to as the “Adjusted Working Capital Surplus”. Buyer shall pay to the Exchange Agent, for distribution to the Securityholders (other than former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and holders of Dissenting Shares), the portion of the Adjusted Working Capital Surplus payable to such Securityholders (net of any applicable Tax withholding amounts as contemplated by Section 2.14) within five (5) Business Days from the date that the Closing Certificate is finally determined pursuant to this Section 2.10. At such time, Buyer also shall make available to the Surviving Corporation the portion of the Adjusted Working Capital Surplus payable to the former holders of Company Vested Options who are employees of any of the Acquired Companies at the time of such payment and the Surviving Corporation shall make the payments to such former holders in accordance with the terms of this Agreement, net of any applicable Tax withholding amounts contemplated by Section 2.14, via a regular or special payroll run, in accordance with its regular payroll practices. (d) From and after the delivery of the Closing Certificate, the Stockholders’ Representative and its accountants, lawyers and representatives will be given full access at all reasonable times to (and shall be allowed to make copies of) the books and records of the Surviving Corporation and its Subsidiaries and to any personnel of the Surviving Corporation or any Subsidiaries reasonably requested by such persons, in each case solely in connection with their review of Buyer calculations and determination of the final Merger Consideration or any dispute relating thereto. (e) If, for any reason, Buyer fails to deliver the Closing Certificate within the time period required by Section 2.10(a), the Estimated Working Capital set forth in the Estimated Closing Certificate delivered by the Company to Buyer prior to the Closing shall be considered for all purposes of this Agreement to be Buyer’s calculation of the Closing Working Capital in Buyer’s “Closing Certificate” and the Stockholders’ Representative shall have all of its rights under this Section 2.10 with respect to such certificate.