Common use of Adjustments to Initial Purchase Price Clause in Contracts

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of the Closing Date; (ii) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amount of the Estimated Adjustment not in dispute; and (d) within thirty (30) days following the Closing Date, the Seller shall prepare and deliver to the Buyer a closing statement that shall set forth the Seller's computation of the final Purchase Price Adjustment based on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENT"). Within twenty (20) days following the delivery of the Closing Statement by the Seller to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint Ernst & Young who shall, at the Seller's and the Buyer's joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no later than two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced adjusted as set forth in Sections 2.6(a), (bSection 2.3(a) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d2.3(b). Such increases or reductions, as the case may be, adjustments shall be referred to herein as the "PURCHASE PRICE ADJUSTMENTPurchase Price Adjustment" and shall be determined and paid as set forth below: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of the Closing Date; (ii) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at At least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated estimated Closing Statement (the "ESTIMATED CLOSING STATEMENTEstimated Closing Statement") that shall set forth the Seller's ’s best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) Net Adjustment Amount (the "ESTIMATED ADJUSTMENTEstimated Net Adjustment Amount"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the The Initial Purchase Price shall be adjusted (by the "CLOSING ADJUSTMENT") for Estimated Net Adjustment Amount to determine the Closing by the amount of the Estimated Adjustment not in dispute; andPurchase Price. (db) within thirty Within ninety (3090) days following the Closing Date, the Seller shall prepare and deliver to the Buyer a closing statement that shall set forth (the Seller's computation "Closing Statement") of the final Net Adjustment Amount as of 12:01 a.m. Eastern time on the Closing Date, listing in detail all the components of Net Adjustment Amount, and setting forth a calculation of the difference between the Net Adjustment Amount and the Estimated Net Adjustment Amount (the amount of such difference being the "Final Purchase Price Adjustment based on Sections 2.6(a) Amount"). Seller shall prepare the Closing Statement in accordance with GAAP and (b) consistent with the Company’s past practices used in the preparation of the balance sheets included in the Financial Statements. Buyer will, and will cause the Company to, assist Seller in the preparation of the Closing Statement and will, and will cause the Company to, provide Seller and its independent auditors access at all reasonable times to Buyer’s and the components thereof taking into account actual data (Company’s personnel and properties, books and records with respect to the "CLOSING STATEMENT")Company for such purpose. Within twenty (20) days following the delivery of the Closing Statement by the Seller to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's ’s Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint Ernst & Young PricewaterhouseCoopers, or, if PricewaterhouseCoopers is not available another nationally recognized accounting firm not associated with either Party mutually agreed upon by the Parties, who shall, at the Seller's ’s and the Buyer's ’s joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.62.3. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be used to determine the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no Not later than two (2) Business Days after such the final determination in of the Final Purchase Price Adjustment Amount: (i) (x) if the Net Adjustment Amount is greater than the Estimated Net Adjustment Amount, then Buyer shall pay to Seller the Final Purchase Price Adjustment Amount, or (y) if the Net Adjustment Amount is less than the Estimated Net Adjustment Amount, then Seller shall pay to Buyer the Final Purchase Price Adjustment Amount. Such payments shall be without interest, and shall be made by wire transfer of immediately available funds or in any other manner to such account as reasonably requested shall be directed by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustmentreceiving party. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of Following the Closing Date; (ii) the amount paid by , the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant jointly engage Xxxxxx Xxxxxxxx LLP ("Xxxxxxxx"), but at the Seller's expense, to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but perform an audit of Rapidforms' consolidated financial statements for the period ended on the Closing Date (the "Closing Financial Statements"). In order to complete such audit, Buyer's written request; (vi) , Rapidforms and its Subsidiaries shall provide full cooperation to Seller and Xxxxxxxx, including, without limitation, making available and providing reasonable access to the Northfield Mountain Adder; (vii) premises, books and records and employees of Rapidforms and its Subsidiaries, and executing customary accountant representation letters. Following the amounts paid by the completion of such audit, which Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price Xxxxxxxx shall be reduced use their respective commercially reasonable efforts to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at least twenty (20) Business Days prior to complete within 45 calendar days after the Closing Date, the Seller shall deliver to the Buyer a true and complete copy of such Closing Financial Statements, including a balance sheet (the "Closing Balance Sheet") prepared in accordance with GAAP (excluding footnote requirements) reflecting consistent methodology and practices regarding the establishment of balance sheet reserves and liabilities and in a manner consistent with the July 31, 1997 balance sheet of Rapidforms (included on Exhibit A hereto) (the "July 31, 1997 Balance Sheet"), together with a schedule computing Rapidforms' Adjusted Net Equity (as defined below) based upon the Closing Balance Sheet. It is understood that in the preparation of the Closing Balance Sheet, the Seller may adjust reserves and accruals included in the July 31, 1997 Balance Sheet in conformity with GAAP and Rapidforms' historic methodology. The Seller shall permit the Buyer to review all work papers and computations used by Xxxxxxxx in auditing such Closing Financial Statements. Within fifteen (15) calendar days following the date of delivery of such Closing Financial Statements to the Buyer, the Buyer shall either accept the Closing Balance Sheet and Rapidforms' Adjusted Net Equity based thereon or propose adjustments thereto. In the event the Buyer and the Seller fail to agree on all of the Buyer's proposed adjustments within ten (10) calendar days following the date of delivery by the Buyer of notice of such proposed adjustments, the parties shall request Price Waterhouse LLP or, in the event that such firm is unavailable to accept this assignment, such other recognized firm of auditors as the parties mutually agree (the "Final Auditor") to prepare and deliver to the Buyer an Estimated and the Seller (i) a final Closing Statement Balance Sheet in accordance with the terms hereof, adjusting only items in dispute between the Buyer and the Seller, and (ii) a final determination of the Adjusted Net Equity of Rapidforms on the Closing Date as reflected in such final Closing Balance Sheet (the "ESTIMATED CLOSING STATEMENTFinal Determination") that ), which Final Determination shall set forth be binding upon the Buyer and the Seller's best estimate . The services of all adjustments to the Final Auditor shall be paid for equally by the Buyer and the Seller. (b) Upon a Final Determination, the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (shall thereupon be reduced or increased dollar for dollar to the "ESTIMATED ADJUSTMENT")extent that the sum of the Adjusted Net Equity of Rapidforms on the Closing Date as so finally determined plus $919,519 is less or more than Rapidforms' Adjusted Net Equity on July 31, 1997. Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior after the Final Determination is made: (i) to the extent that Rapidforms' Adjusted Net Equity on the Closing Date (or if the Buyer fails to object to the Estimated Adjustment)plus $919,519 is less than Rapidforms' Adjusted Net Equity on July 31, the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amount of the Estimated Adjustment not in dispute; and (d) within thirty (30) days following the Closing Date1997, the Seller shall prepare and deliver remit to the Buyer a closing statement the amount of such deficiency; or (ii) to the extent that shall set forth the Seller's computation of the final Purchase Price Adjustment based Rapidforms' Adjusted Net Equity on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENT"). Within twenty (20) days following the delivery of the Closing Statement by the Seller to the BuyerDate plus $919,519 is more than Rapidforms' Adjusted Net Equity on July 31, 1997, the Buyer may object shall remit to the Closing Statement Seller the amount of such excess. Any such payment shall be made by wire transfer in writing. The Seller agrees immediately available funds to cooperate with the Buyer to provide to a bank account designated in writing by the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint Ernst & Young who shall, at the Seller's and the Buyer's joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be. If the Final Determination has not been made on or before March 15, 1998, Buyer shall pay Seller $919,519 for payment of income Taxes, and the amount of any remittance under clauses (i) and (ii) of this Section 2.05(b) shall be the Purchase Price Adjustment and shall be binding amount by which Rapidforms' Adjusted Net Equity on the Parties. Upon the determination of the Purchase Price AdjustmentClosing Date is more or less than its Adjusted Net Equity on July 31, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no later than two 1997. (2c) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision For purposes of this AgreementSection 2.05, "Adjusted Net Equity" shall mean the sum of (i) total shareholders' investment, (ii) payables to Affiliates (including income taxes payable and deferred tax liabilities) and (iii) minority interest , less the sum of (i) receivables from Affiliates (including income tax assets and deferred tax assets) and (ii) the original cost of goodwill and other intangibles, where all such terms refer to amounts categorized and determined consistently with Rapidforms' July 31, 1997 Balance Sheet (included as Exhibit A hereto).

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d2.6(c). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENTPurchase Price Adjustment" and shall be determined and paid as set forth below: (a) the The Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories (which, in the case of fuel inventories shall include all Taxes and transportation expenses related to such fuel inventories) held and paid for in full by the Seller as of the Closing Date; (ii) the any amount paid by the or on behalf of Seller in purchasing connection with the vehicles identified as leased vehicles on Schedule 2.1(b)purchase of the Leased Vehicles; (iii) any Pre-Approved Capital Expenditures paid by the or on behalf of Seller during the Interim Period, including without limitation any pre-payments made in connection with such Pre-Approved Capital Expenditures; and (iv) any other capital expenditures paid by the or on behalf of Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Practices paid in accordance with Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would were not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys made as a result of the Facilities and Real Property performed in connection with the transactions contemplated hereby;an Event of Loss. (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at At least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated estimated Closing Statement (the "ESTIMATED CLOSING STATEMENTEstimated Closing Statement") that shall set forth the Seller's ’s best estimate of all adjustments to the Initial Purchase Price required by Sections Section 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENTEstimated Adjustment"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the The Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENTClosing Adjustment") for the Closing by the amount of the Estimated Adjustment not in dispute; andAdjustment. (dc) within thirty Within ninety (3090) days following the Closing Date, the Seller shall prepare and deliver to the Buyer a closing statement that shall set forth the Seller's ’s computation of the final Purchase Price Adjustment based on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENTClosing Statement"). Within twenty (20) days following the delivery of the Closing Statement by the Seller to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's ’s Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint Ernst & Young PricewaterhouseCoopers, or, if PricewaterhouseCoopers is not available, another nationally recognized accounting firm not associated with either Party, mutually agreed upon by the Parties, who shall, at the Seller's ’s and the Buyer's ’s joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be used to determine the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no later than two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's ’s credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be adjusted to determine the price to be paid at the Closing based on the amount of the adjustments described in paragraph (a) below, agreed upon by the parties hereto three business days prior to the Closing (such adjusted price, the "CLOSING DATE PURCHASE PRICE"). (i) The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller amount by which the consolidated current assets of the Company's Subsidiaries exceed the consolidated current liabilities of the Company's Subsidiaries, or decreased by the amount by which the consolidated current liabilities of the Company's Subsidiaries exceed the consolidated current assets of the Company's Subsidiaries, in either case, determined as of the Closing Date; Date in accordance with generally accepted accounting principles ("GAAP") applied in a manner consistent with the Audited Financial Statements (as hereinafter defined), subject to the provisions set forth in SCHEDULE 1.4(a), but (x) excluding the outstanding indebtedness to Citibank, N.A. ("CITIBANK") under the Second Amended and Restated Credit Agreement and related documents (effective date: December 10, 1993), as amended, and the current portion of long-term liabilities consisting of mortgage debt and deferred taxes, (y) including as current liabilities any items that are accrued or should be accrued as liabilities (whether or not current) under plans of deferred compensation, defined benefit plans or supplemental employee retirement plans and (z) including as current liabilities all reserves and accruals (excluding any reserve for deferred taxes or any reserve related to that certain Notice of Deficiency described in Section 3.8(b)(i)(B)) maintained for Taxes (as defined below) in respect of the Pre-Closing Tax Period (as defined below). (ii) the amount paid by the Seller in purchasing the vehicles identified Unless accrued as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented a current liability pursuant to Section 5.3(f); clause (va)(i) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment)above, the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing further decreased by the an amount of the Estimated Adjustment not in dispute; and (d) within thirty (30) days following the Closing Date, the Seller shall prepare and deliver equal to the Buyer a closing statement that shall set forth the SellerCompany's computation of the final Purchase Price Adjustment based on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENT"). Within twenty (20) days following the delivery of the Closing Statement by the Seller to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days Subsidiaries' share of any objection by the Buyer, the Parties shall appoint Ernst & Young who shall, at the Seller's and the Buyer's joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no later than two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.all "Tenant Allowances" which

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of the Closing Date; Within thirty (ii30) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at least twenty (20) Business Days prior to the Closing Datedays following Closing, the Seller shall prepare and deliver to Buyer a draft statement setting forth the Buyer an Estimated Tangible Net Worth of the Acquired Assets as of the Closing Statement Date (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"“Draft TNW Statement”). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Thereafter, Buyer and Seller to the Buyer, the Buyer may object shall work together in good faith to the Estimated Adjustment in writing. If the Buyer objects resolve any questions or disputes with respect to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiationDraft Statement. If the Parties are unable to resolve such dispute before five Within ninety (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amount of the Estimated Adjustment not in dispute; and (d) within thirty (3090) days following the Closing DateClosing, the Seller Buyer shall prepare and deliver to the Buyer Seller a closing final statement that shall set setting forth the Seller's computation Tangible Net Worth of the final Acquired Assets as of the Closing Date (the “Final TNW Statement”), which shall be attached as Schedule 2.3(c)(i) at such time. Notwithstanding anything contained to the contrary in this Agreement, Buyer shall prepare and deliver to Seller, every week a statement of the uncollected Buyer Accounts Receivable. In the event of a dispute between Buyer and Seller with respect to the value of a Buyer Account Receivable, Buyer shall transfer such disputed Buyer Account Receivable to Seller and such transfer shall be treated as a Negative Post-Closing Purchase Price Adjustment based (as defined in Section 2.3(c)(ii) below. Following such transfer, Seller shall be entitled, at its sole cost and expense, to attempt to collect and retain any amounts on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENT")such transferred Buyer Account Receivable. Within twenty (20) days following the delivery of the Closing Statement by the Seller Notwithstanding anything to the Buyercontrary in this Agreement, the if Buyer may object to the Closing Statement in writing. The and Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such reach a satisfactory settlement prior to the conclusion of the ninety (90) day period set forth herein, each of Buyer and Seller shall be entitled to submit the dispute within twenty for judicial resolution in accordance with provisions of Article 8 hereof. (20ii) days In the event that the Tangible Net Worth of any objection by the BuyerAcquired Assets as reflected on the Final TNW Statement is less than the Tangible Net Worth of the Acquired Assets as reflected on the September TNW Statement, then the Parties shall appoint Ernst & Young who shall, at the Seller's and the Buyer's joint expense, review the Closing Statement and determine the appropriate Initial Purchase Price Adjustment under this Section 2.6. The agreed upon will be adjusted downward (a “Negative Post-Closing Statement or the finding of such accounting firm, as the case may be, shall be the Purchase Price Adjustment and shall be binding Adjustment”), on a dollar for dollar basis, to reflect the decrease in Net Worth as reflected on the PartiesFinal TNW Statement. Upon In the determination event of the a Negative Post-Closing Purchase Price Adjustment, the Party owing a balance on account Note amount shall be reduced by the amount of such Negative Post-Closing Purchase Price Adjustment. (iii) In the event that the Tangible Net Worth of the Acquired Assets as reflected on the Final TNW Statement is more than the Tangible Net Worth as reflected on the September TNW Statement, then the initial Purchase Price Adjustment will be adjusted upward (a “Positive Post-Closing Purchase Price Adjustment”), on a dollar for dollar basis, to reflect the increase in Tangible Net Worth as reflected on the Final TNW Statement. In the event of a Positive Post-Closing Purchase Price Adjustment, the amount of such adjustment shall deliver be paid to by the balance due Buyer to the other Party no later than Seller within two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this AgreementDays.

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment after the Closing Date as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth belowfollows: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller As promptly as of the Closing Date; (ii) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amount of the Estimated Adjustment not in dispute; and (d) within thirty (30) days possible following the Closing Date, the Seller and the Stockholder shall prepare and deliver to the Buyer a closing statement that shall set forth balance sheet of the Seller prepared by the Seller's computation independent accountant as of the final Purchase Price Adjustment based on Sections 2.6(aClosing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with subsection (d) below, and shall be accompanied by a certificate of the Seller's independent accountant attesting to such preparation. (b) In the event that the Buyer disputes the presentation of any item or items contained in the Closing Balance Sheet, the Buyer shall notify the Seller and the components thereof taking into account actual data Stockholder in writing (the "CLOSING STATEMENTDispute Notice"). Within twenty (20) of the amount, nature and basis of such dispute, within 15 calendar days following the after delivery of the Closing Statement by Balance Sheet. In the Seller to the Buyerevent of such a dispute, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with Stockholder and the Buyer to provide to the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt first use their best efforts to resolve such dispute by negotiationamong themselves. If the Parties Stockholder and the Buyer are unable to resolve such the dispute within twenty 25 calendar days after delivery of the Closing Balance Sheet, the dispute shall be submitted to the Boston, Massachusetts office of Price Waterhouse LLP (20"Price Waterhouse"). Price Waterhouse shall be required to resolve the dispute and determine a final Closing Balance Sheet within 30 days after submission in accordance with the standard set forth in subsection (d) days below, and their determination shall be binding and conclusive upon all the Parties. The fees and expenses of any objection Price Waterhouse in connection with the resolution of disputes hereunder shall be shared equally by the Stockholder and the Buyer. (c) Immediately upon the expiration of the 15-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to Section 2.05(b) above, the Parties Purchase Price shall appoint Ernst & Young who shallbe adjusted as follows (as so adjusted, at the "Final Purchase Price"). If the total stockholder's equity set forth in the Closing Balance Sheet exceeds $9,134,679, the amount of such excess shall be paid immediately by the Buyer to the Seller by wire transfer or delivery of other immediately available funds. If such total stockholder's equity is less than $9,134,679, the Stockholder shall cause the Seller to pay immediately to the Buyer by wire transfer or delivery of other immediately available funds the amount of such shortfall. (d) The Closing Balance Sheet as prepared by the Seller's and independent accountant and, if there are any disputes relating thereto as described in Section 2.05(b) above, as finally determined by the Buyerparties or by Price Waterhouse, (i) shall be prepared in accordance with GAAP to the extent consistent with the Seller's joint expenseSeptember 30, review 1996 balance sheet included in the Financial Statements, without any adjustments applicable solely as a result of the acquisition of the Acquired Assets by the Buyer on the Closing Statement Date, and determine (ii) shall include all Liabilities of the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be the Purchase Price Adjustment and shall be binding Seller that are set forth on the Parties. Upon the determination face of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due Most Recent Balance Sheet (rather than in any notes thereto) to the other Party no later than two (2) Business Days after such determination in immediately available funds or in any other manner extent the same have not been satisfied prior to the Closing Date, except that there shall not be included as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party liabilities in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer Balance Sheet any Liabilities that are not Assumed Liabilities (and the Seller of the Purchase Price Adjustment Closing Balance Sheet shall not constitute reflect any adjustments necessary or be deemed to constitute a waiver of the rights of appropriate in connection with such Party in respect of any other provision of this Agreementexclusion).

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (c), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth below: (a) the Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of the Closing Date; (ii) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the Candlewood Lake Adder; and (viii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby; (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amount of the Estimated Adjustment not in dispute; and (d) within thirty (30) days following the Closing Date, the Seller shall prepare and deliver to the Buyer a closing statement that shall set forth the Seller's computation of the final Purchase Price Adjustment based on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENT"). Within twenty (20) days following the delivery of the Closing Statement by the Seller to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days 18 of any objection by the Buyer, the Parties shall appoint Ernst & Young who shall, at the Seller's and the Buyer's joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no later than two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this Agreement.

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced adjusted as set forth in Sections 2.6(a), (b) and (c), follows and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d). Such increases or reductions, as the case may be, resulting amount shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" and shall be determined and paid as set forth belowAdjusted Purchase Price": (a) the The Initial Purchase Price shall be increased to account for adjusted upward by the following items: following: (i) Upon execution of this Agreement Buyer shall pay Seller the net book value amount of all Inventories held by the Seller as of the Closing Date; (ii) the amount paid by the Seller in purchasing the vehicles identified as leased vehicles on Schedule 2.1(b); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other actual operating or capital expenditures or prepaid expenses attributable to the Interests paid or payable by the or on behalf of Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby;operation of the Interests between the Effective Time and the time this Agreement is executed. Such expenditures and expenses shall include, without limitation, normal field operation costs, lease acquisition costs, lease broker costs, seismic costs, royalties, rentals and other charges; ad valorem, property, excise, and any other taxes based upon or measured by the ownership of the Interests, the production of hydrocarbons or the receipt of proceeds therefrom; and expenses payable to a third person under applicable joint operating agreements, including, without limitation, overhead charges at normal company overhead labor rates and royalty disbursement fees payable to operator, or similar payments to third party operators, or, in the absence of any joint operating agreement, those items customarily billed under such an agreement. Such expenditures and expenses shall also include costs for lease sight drafts and seismic permitting incurred prior to the Effective Time but not yet paid prior to execution of this Agreement. The invoices for these costs and expenses shall be provided to Buyer as soon as possible. The costs actually paid by Buyer prior to Closing pursuant to subsections 2.2(a)(i) and (ii) of this Agreement shall be limited to Three Hundred Thousand Dollars ($300,000) excluding seismic costs. Further, Buyer shall not be required to reimburse Seller for discretionary expenditures (excluding leasehold bonuses) in excess of twenty five thousand dollars ($25,000.00) in the aggregate unless such expenditures are approved by Buyer prior to commitment of such sums by Seller. (ii) At Closing, to the extent not previously paid, the amount of all actual operating or capital expenditures or prepaid expenses attributable to the Interests paid or payable by or on behalf of Seller in connection with the operation of the Interests between the Effective Time and the Closing. Such expenditures and expenses shall include, without limitation, lease acquisition costs, broker costs, seismic costs, royalties, rentals and other charges; ad valorem, property, excise, and any other taxes based upon or measured by the ownership of the Interests, the production of hydrocarbons or the receipt of proceeds therefrom; and expenses payable to a third person under applicable joint operating agreements, including, without limitation, overhead charges at normal company overhead labor rates and royalty disbursement fees payable to operator, or similar payments to third party operators, or, in the absence of any joint operating agreement, those items customarily billed under such an agreement. Buyer shall not be required to reimburse Seller for discretionary expenditures (excluding leasehold bonuses) in excess of twenty five thousand dollars ($25,000.00) in the aggregate unless such expenditures are approved by Buyer prior to commitment of such sums by Seller. (iii) At Closing the value, less taxes (other than taxes on net income), of all hydrocarbons in storage facilities above or upstream from the pipeline connection in each storage facility, or downstream of delivery point, sales meters on gas pipelines, as of the Effective Time, at the prevailing market value at the time of sale in the area, adjusted for grade and gravity. (iv) At and after Closing $50,000.00 per month for a period of three months with the first $50,000.00 due at Closing and the two subsequent $50,000.00 due October 19, 2003 and November 19, 2003, respectively, as a flat fee, for services provided by Seller's technical staff in Seller's Denver office under the direction of Seller, pursuant to the terms of 2.5(a) of this Agreement. (v) Any other amounts agreed upon in writing by Seller and Buyer. (b) the The Initial Purchase Price shall be reduced to account for any Capital Commitments assumed adjusted downward by the Buyer that were not following: (i) Pre-Approved Capital Expenditures or The gross proceeds received by Seller, net of applicable severance and production taxes and compression and transportation charges, and derived from the sale of hydrocarbons attributable to the Interests to the extent owned by Buyer between the Effective Time and the Closing Date, pursuant to the provisions of Section 1.6 above. (ii) capital expenditures necessitated XXXXX revenues received by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f);Seller between the Effective Time and Closing Date. (iii) Any other amounts agreed upon in writing by Seller and Buyer. (c) at least twenty (20) Business Days prior to the Closing Date, the Seller shall prepare Upward and deliver to the Buyer an Estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT") that shall set forth the Seller's best estimate of all downward adjustments to the Initial Purchase Price required by Sections 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller pursuant to Section 2.3 shall be made only to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT") for the Closing by the amount of the Estimated Adjustment not in dispute; andMoney Payment. (d) within thirty (30) days following the All costs advanced to Seller by Buyer prior to Closing Date, the Seller shall prepare and deliver pursuant to the Buyer a closing statement that shall set forth the Seller's computation of the final Purchase Price Adjustment based on Sections 2.6(asubsection 2.2(a)(i) and (bii) and the components thereof taking into account actual data (the "CLOSING STATEMENT"). Within twenty (20) days following the delivery of the Closing Statement by the Seller to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees to cooperate with the Buyer to provide to the Buyer or the Buyer's Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint Ernst & Young who shall, at the Seller's and the Buyer's joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, Agreement shall be the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party no later than two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party refundable in the Closing Statement on account of the Estimated Adjustment. The acceptance event fraud or material misrepresentation by the Buyer and the Seller of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such Party in respect of any other provision of this AgreementSeller.

Adjustments to Initial Purchase Price. The Initial Purchase Price shall be increased or reduced as set forth in Sections 2.6(a), (b) and (cb), and the Closing Purchase Price shall be subject to adjustment as set forth in Section 2.6(d2.6(c). Such increases or reductions, as the case may be, shall be referred to herein as the "PURCHASE PRICE ADJUSTMENT" “Purchase Price Adjustment” and shall be determined and paid as set forth below: (a) the The Initial Purchase Price shall be increased to account for the following items: (i) the net book value of all Inventories held by the Seller as of the Closing Date; (ii) the any amount paid for in full by Sellers in connection with the Seller in purchasing purchase of the vehicles identified as leased vehicles Leased Vehicles on Schedule 2.1(b2.1(g); (iii) any Pre-Approved Capital Expenditures paid by the Seller during the Interim Period; (iv) any other capital expenditures paid by the Seller during the Interim Period necessitated by Good Utility Practice and to which the Buyer shall have consented pursuant to Section 5.3(f); (v) any operations and maintenance expenses paid for by the Seller during the Interim Period that the Seller would not have actually paid but for the Buyer's written request; (vi) the Northfield Mountain Adder; (vii) the amounts paid by the Seller in having surveys of the Facilities and Real Property performed in connection with the transactions contemplated hereby;. (b) the Initial Purchase Price shall be reduced to account for any Capital Commitments assumed by the Buyer that were not (i) Pre-Approved Capital Expenditures or (ii) capital expenditures necessitated by Good Utility Practice to which Buyer consented pursuant to Section 5.3(f); (c) at At least twenty (20) Business Days prior to the Closing Date, the Seller Sellers shall prepare and deliver to the Buyer an Estimated estimated Closing Statement (the "ESTIMATED CLOSING STATEMENT"“Estimated Closing Statement”) that shall set forth the Seller's Sellers’ best estimate of all the adjustments to the Initial Purchase Price required by Sections Section 2.6(a) and 2.6(b) (the "ESTIMATED ADJUSTMENT"“Estimated Adjustment”). Within ten (10) Business Days following the delivery of the Estimated Closing Statement by the Seller to the Buyer, the Buyer may object in good faith to the Estimated Adjustment in writing. If the Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before five (5) Business Days prior to the Closing Date (or if the Buyer fails to object to the Estimated Adjustment), the The Initial Purchase Price shall be adjusted (the "CLOSING ADJUSTMENT"“Closing Adjustment”) for the Closing by the amount of the Estimated Adjustment not in dispute; andAdjustment. (dc) within thirty Within ninety (3090) days following the Closing Date, the Seller Sellers shall prepare and deliver to the Buyer a closing statement that shall set forth the Seller's Sellers’ computation of the final Purchase Price Adjustment based on Sections 2.6(a) and (b) and the components thereof taking into account actual data (the "CLOSING STATEMENT"“Closing Statement”). Within twenty (20) days following the delivery of the Closing Statement by the Seller Sellers to the Buyer, the Buyer may object to the Closing Statement in writing. The Seller agrees Sellers agree to cooperate with the Buyer to provide to the Buyer or the Buyer's ’s Representatives information used to prepare the Closing Statement and information relating thereto. If the Buyer objects to the Closing Statement, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within twenty (20) days of any objection by the Buyer, the Parties shall appoint Ernst & Young PricewaterhouseCoopers, or, if PricewaterhouseCoopers is not available, another nationally recognized accounting firm not the external auditing firm of either Buyer or Sellers, to be mutually agreed upon by the Parties, who shall, at the Seller's Sellers’ and the Buyer's ’s joint expense, review the Closing Statement and determine the appropriate Purchase Price Adjustment under this Section 2.6. The agreed upon Closing Statement or the finding of such accounting firm, as the case may be, shall be used to determine the Purchase Price Adjustment and shall be binding on the Parties. Upon the determination of the Purchase Price Adjustment, the Party Parties owing a balance on account of the Purchase Price Adjustment shall deliver the balance due to the other Party Parties no later than two (2) Business Days after such determination in immediately available funds or in any other manner as reasonably requested by the payee. The balance due shall be determined by offsetting against each Party's ’s credits and debits arising from the Purchase Price Adjustment the credits and debits accorded to each Party in the Closing Statement on account of the Estimated Adjustment. The acceptance by the Buyer and the Seller Sellers of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such any Party in respect of any other provision of this Related Purchase Agreement.