Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare obtain from MPC and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be PSE Colstrip Interests (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may bePSE Colstrip Interests. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller MPC within five days prior to the Closing consistent with SellerMPC's current inventory procedures (the "Inventory Survey"). Seller will request that MPC permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller MPC, has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller and MPC in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller and MPC such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller and MPC in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of the Closing through the date of payment, calculated at the prime rate for domestic banks as published in The the Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of the Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller the Sellers shall prepare and deliver to Purchaser the Buyer a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller the Sellers as of the Closing Date of all fuel inventory (FERC account no. 151) (less, in the case of fuel inventory, any amount carried on NEP's books in respect of losses incurred by New England Energy Incorporated) and stores inventory (FERC account no. 154) used at or in connection with either the Thermal Units Fossil Assets or the Hydro UnitsHydroelectric Assets, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units Fossil Assets or the Hydro UnitsHydroelectric Assets, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing Date consistent with Seller's current NEP inventory procedures (the "Inventory Survey"). Seller The Sellers will permit an employee, or representative, of Purchaser the Buyer to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has the Sellers have historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with Seller the Sellers in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller the Sellers such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify Seller the Sellers in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser the Buyer and Seller the Sellers shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and Seller the Sellers are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's the Buyers' written notice of dispute to Sellerthe Sellers, Purchaser the Buyer and Seller the Sellers shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Sellers so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an Adjustment Statement, Purchaser the Buyer shall pay all undisputed amounts, or if there is a dispute with respect to any amount of on such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser the Buyer shall pay to Seller NEP on behalf of the Sellers an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller Sellers will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under this Section 1.04 3.2(c) shall be paid with interest for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published of the Bank of Boston in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date of ClosingClosing Date, and in cash by federal or other wire transfer of immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days Promptly after the ClosingClosing Date, Seller Purchaser and the Company shall prepare inform the clients and deliver vendors of the Business that, effective immediately, they are to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of pay Purchaser for all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or services rendered in connection with the Thermal Units or Business after the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), Closing Date and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount invoice Purchaser for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used all services provided in connection with the calculation Business after the Closing Date. For the avoidance of doubt, if the items reflected Closing Date were to occur on such Adjustment Statement. Purchaser agrees to cooperate with Seller January 31, 2022, (x) the invoice for services rendered in connection with the preparation of each Adjustment Statement Business during January 2022 would be prepared in February 2022 by the Company with instructions to pay the Company the invoiced amounts and related information, and shall provide (y) the invoice for services rendered in connection with the Business after the Closing Date would be prepared in March 2022 by Purchaser with instructions to Seller such books, records and information as may be reasonably requested from time pay Purchaser the invoiced amounts. A substantially similar process would apply to timeany payables due in connection with the Business. (b) Notwithstanding the Commercially Reasonable Efforts of both Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such disputeCompany to comply with the obligations set forth in Section 2.02(a), within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In in the event of a dispute certain clients pay Purchaser for services rendered in connection with respect the Business prior to the Closing Date or certain vendors invoice the Company for certain services provided in connection with the Business after the Closing Date, the Parties agree to notify any part of an Adjustment Amount, such clients or vendors promptly upon any such erroneous payment or invoice in order for the proper Party to be paid or invoiced. Any payments received by Company or Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts not in compliance with this provision shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement remitted within five (5) Business Days to the appropriate party as contemplated in this Section 2.02. (c) As soon as practicable (but not later than ninety (90) calendar days) after the final determination of any amounts on such Adjustment StatementClosing, Purchaser shall pay provide to Seller the Company, by notice in writing, its good faith calculation of the Transaction Flow, in reasonable detail (the “Transaction Flow Statement”), and during such period the Company and its Subsidiaries shall cooperate fully and without undue delay with any reasonable requests by Purchaser for information concerning the Transaction Flow or the components thereof. If the Company does not object thereto within thirty (30) calendar days after receipt of the Transaction Flow Statement, by notice stating such objections in reasonable detail, the same shall be deemed the “Definitive Transaction Flow.” If such notice (the “Transaction Flow Dispute Notice”) is timely given by the Company, the Parties shall use their Commercially Reasonable Efforts to reconcile such objections for a period of thirty (30) calendar days thereafter, and if they do so, their agreement as to the Transaction Flow shall be deemed the Definitive Transaction Flow. If the Parties are unable to do so, either Party may submit the items in dispute for determination as promptly as practicable to the Designated Accounting Firm. The Designated Accounting Firm shall act as an expert and not an arbitrator. The Designated Accounting Firm shall determine only those items remaining in dispute between the Company and Purchaser, and shall only be permitted or authorized to determine an amount equal with respect to any such disputed item that is either the amount of such disputed item as proposed by Purchaser in the Transaction Flow Statement or the amount of such disputed item as proposed by the Company in the Transaction Flow Dispute Notice. Each of the Company and Purchaser shall (i) enter into a customary engagement letter with the Designated Accounting Firm at the time such dispute is submitted to the disputed Adjustment Amount as finally determined Designated Accounting Firm and otherwise cooperate with the Designated Accounting Firm, (ii) have the opportunity to be payable submit a written statement in support of their respective positions with respect to such Adjustment Statementdisputed items, to provide supporting material to the Designated Accounting Firm in defense of their respective positions with respect to such disputed items and to submit a written statement responding to the other party’s position with respect to such disputed items and (iii) subject to customary confidentiality and indemnity agreements, provide the Designated Accounting Firm with access to their respective books, records, personnel and representatives and such other information as the Designated Accounting Firm may require in order to render its determination. All Adjustment Statement payments The Designated Accounting Firm shall be less instructed to deliver to Purchaser and the Estimated Adjustment Amount; providedCompany a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Designated Accounting Firm by the Company and Purchaser) of the disputed items within thirty (30) calendar days of receipt of the disputed items, however, that if such amount which determination shall be less than zerofinal and binding on the Parties and not subject to appeal. The costs of the Designated Accounting Firm shall be borne equally by the Company and Purchaser, then within five and the determination of the Designated Accounting Firm shall be deemed the Definitive Transaction Flow which shall be final and binding on the Parties and may be entered in and enforced by any court having jurisdiction. Regardless of the outcome, each Party shall bear its own legal and accounting fees and costs in connection with the agreement or determination of the Definitive Transaction Flow (5including any such arbitration). For purposes hereof, “Transaction Flow” shall mean (i) Business Days cash funds and cash equivalents received by Purchaser after the final determination Closing that were derived from the operations/transactions of such amount Seller will the Purchased Assets for any period prior to the Closing less (ii) cash funds and cash equivalents received by the Company after the Closing that were derived from the operations/transaction of the Purchased Assets for any period after the Closing less (iii) cash funds used by Purchaser to pay expenses with respect to Purchaser or other liabilities pertaining to the amount by which such amount is less than zeroPurchased Assets that were incurred prior to the Closing. Any amount paid under this Section 1.04 Notwithstanding the foregoing, the Parties acknowledge and agree that any milestone payments due in connection with the NY Metro Agreements shall be paid allocated among the Parties in accordance with interest for the period commencing allocation set forth on Schedule 2.02(c). Notwithstanding the date of Closing foregoing, in the event that the first two milestones are not substantially complete and Purchaser performs material work with respect to such milestones, the Purchase Price shall be reduced through the date of payment, calculated at the prime rate Transaction Flow on a dollar for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsdollar basis to compensate Purchaser for such work.

Purchase Price Adjustment. (a) Within 30 As promptly as practicable, but no later than ten (10) days after the ClosingClosing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to Purchaser a closing statement (each, an "Adjustment the “Closing Statement"”) which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the setting forth Purchaser’s calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with New Inventory Amount (the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time“Closing New Inventory Amount”). (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance shall permit Seller to review all accounting records and Capital Expenditures Amount; provided, however, that all work papers and computations used by Purchaser shall notify Seller in writing the preparation of the disputed amountClosing Statement. If Seller disagrees with Purchaser’s calculation of any item on the Closing Statement delivered pursuant to Section 3.4(a), and the basis of such disputeSeller may, within ten (10) Business Days of Purchaser's receipt days after delivery of the applicable Adjustment Closing Statement, deliver a notice to Purchaser stating that Seller disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Seller disagrees and the basis therefore. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt be deemed to reconcile their differences have agreed with all other items and any resolution by them as to any disputed amounts shall be final, binding contained in the Closing Statement and conclusive on the parties. If Purchaser and Seller are unable to reach calculation of Closing New Inventory Amount for which a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute disagreement has not been delivered by Seller to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Sellerten (10) day period. (c) Within If a notice of disagreement shall be duly delivered pursuant to Section 3.4(b), Seller and Purchaser shall, during the ten (10) Business Days after Purchaser's receipt of an Adjustment Statementdays following such delivery (the “Reconciliation Period”), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Closing New Inventory Amount. If during such period, Seller and Purchaser shall pay all undisputed amounts, or if there is a dispute are unable to reach such agreement with respect to any amount the Closing New Inventory Amount, they shall promptly thereafter cause a independent audit firm of such Adjustment Statement international reputation mutually agreed upon by the Parties (or if the Parties are unable to agree upon an independent audit firm within five (5) Business Days after days of the final determination end of the Reconciliation Period, the independent audit firm of international reputation selected by the American Arbitration Association at the request of either Party (it being understood that such request by a Party shall preclude a later request by the other Party)) (an “Independent Auditor”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Closing New Inventory Amount (it being understood that in making such calculation, the Independent Auditor shall be functioning as an expert). Each of Seller and Purchaser agree that it shall not engage, or agree to engage the Independent Auditor to perform any services other than as the Independent Auditor pursuant hereto until the Closing New Inventory Amount has been finally determined pursuant to this Section 3.4. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter. In making such calculation, the Independent Auditor shall consider only those items or amounts on such Adjustment Statementin the Closing Statement and Purchaser’s calculation of Closing New Inventory Amount as to which Seller has disagreed in its notice of disagreement duly delivered pursuant to Section 3.4(b). In making its determination, Purchaser the Independent Auditor shall pay not, as to any item, assign an amount that is higher than the highest amount or lower than the lowest amount requested by Seller or Purchaser, as applicable. The Independent Auditor shall deliver to Seller an amount equal to the disputed Adjustment Amount and Purchaser, as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less promptly as practicable (but in any case no later than zero, then within five twenty (520) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on days from the date of Closing through engagement of the date Independent Auditor), a report setting forth such calculation. Such report shall be final and binding upon Seller and Purchaser. The Independent Auditor shall determine the allocation of paymentthe cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Auditor, calculated at as applicable. For example, should the prime rate for domestic banks as published items in dispute total in amount to $1,000 and the Independent Auditor awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (d) The Wall Street Journal (Northeast Edition) Parties shall, and shall cause their respective Representatives to, cooperate and assist in the "Money Rates" section on preparation of the date Closing Statement and the calculation of Closing, the Closing New Inventory Amount and in immediately available United States fundsthe conduct of the review referred to in this Section 3.4, including making available, to the extent necessary, books, records, work papers and personnel.

Purchase Price Adjustment. (a) Within 30 As promptly as possible, but in any event within sixty (60) days after the ClosingClosing Date, Seller Parent shall prepare and deliver to Purchaser the Representative its calculation of the Closing Merger Consideration (the “Closing Statement”). The Closing Statement shall be prepared in accordance with GAAP applied on a statement basis consistent with Company’s past practices used in preparing the Financial Statements. The Closing Statement shall entirely disregard any of the plans, transactions, or changes which Parent intends to initiate or make or cause to be initiated or made after the Closing with respect to the Surviving Company and its business and assets, and any facts or circumstances that are unique or particular to Parent or any of its assets or liabilities. (eachb) Parent shall, an "Adjustment Statement") which reflects and shall cause the Surviving Company to, (i) provide the net book valueRepresentative and its Agents with reasonable access during normal business hours to the books, as reflected on records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the books of Seller as Surviving Company to the extent reasonably necessary for their review of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount")Statement, and (ii) cooperate with the Maintenance Representative and Capital Expenditures Amount applicable its Agents in connection with such review, including providing on a timely basis all other information reasonably requested by the Representative and its Agents that is to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the review of the Closing Statement. If the Representative has any objections to the Closing Statement, the Representative shall deliver to Parent a statement setting forth its objections thereto (an “Objections Statement”), which statement shall identify in reasonable detail those items and amounts to which the Representative objects (the “Disputed Items”) and shall include the Representative’s calculation of the items reflected on such Adjustment Statementamounts in dispute. Purchaser agrees If an Objections Statement is not delivered to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. Parent within thirty (b30) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing days after delivery of the disputed amountClosing Statement, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution Closing Statement as prepared by them as to any disputed amounts Parent shall be final, binding and conclusive on non-appealable by the parties. If Purchaser The Representative and Seller are unable Parent shall negotiate in good faith to resolve the Disputed Items and all such discussions shall (unless otherwise agreed by Parent and the Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Parent, the Representative and Parent shall submit any unresolved Disputed Items (and only such unresolved Disputed Items) to an independent national accounting firm mutually selected by Parent and the Representative (the “Accounting Firm”). In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party shall submit a Closing Statement (which in the case of each party may be a Closing Statement that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than the Closing Statement initially submitted to the Representative, or the Objections Statement delivered to Parent, as applicable) together with such supporting documentation as it deems appropriate, to the Accounting Firm within thirty (30) days after the date on which such unresolved Disputed Items were submitted to the Accounting Firm for resolution. The Representative and Parent shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Accounting Firm receives the Closing Statements prepared by the Representative and Parent. In resolving any such dispute, the Accounting Firm may not assign a value to any unresolved Disputed Item greater than the highest amount the Representative or Parent assigns to such Disputed Item in their respective Closing Statements or less than the lowest amount the Representative or Parent assigns to such Disputed Item in their respective Closing Statements. The Representative and Parent shall use their respective commercially reasonable efforts to cause the Accounting Firm to notify them in writing of its resolution of such differences within 30 days dispute as soon as practicable. The Closing Statement that includes the final determination of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to unresolved Disputed Items by the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report Firm shall be final, binding and conclusive non-appealable by the parties. Each party shall bear its own costs and expenses in connection with the resolution of such dispute by the Accounting Firm. All costs and expenses of the Accounting Firm, if any, shall be paid by Parent and the Representative (on behalf of the parties hereto with respect Stockholders), respectively, in the proportion that the aggregate dollar amount of the unresolved Disputed Items submitted to the amounts disputedAccounting Firm by such party that are unsuccessfully disputed by such party (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of all unresolved Disputed Items submitted by Parent and Representative. The fees For example, should the items in dispute total $1,000 and disbursements the Accounting Firm awards $600 in favor of the Independent Representative’s position, 60% of the costs of the Accounting Firm shall Firm’s review would be shared equally borne by Purchaser Parent and Seller40% of the costs would be borne by Representative (on behalf of the Stockholders). (c) Within ten If the Closing Merger Consideration as finally determined after taking into account the final determination of the Closing Statement pursuant to Section 1.6(b) (10the “Final Closing Merger Consideration”) Business Days after Purchaser's receipt of an Adjustment Statementis greater than the Estimated Closing Merger Consideration, Purchaser shall pay all undisputed amountsthen, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statementthe Final Closing Merger Consideration, Purchaser shall then Parent will pay or will cause the Surviving Company to pay, by wire transfer of immediately available funds, to the Paying Agent who will in turn pay to Seller an amount equal each Preferred Stockholder such Preferred Stockholder’s Proportionate Share of such excess (or, in the case of a shortfall of the MIP Payments, Parent will cause Company’s payroll agent to promptly distribute any such shortfall to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be Participants). (d) If the Final Closing Merger Consideration is less than the Estimated Adjustment Amount; providedClosing Merger Consideration, howeverthen, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller the Final Closing Merger Consideration, Parent and Representative will jointly instruct the Escrow Agent to pay to Purchaser Parent, by wire transfer of immediately available funds, an amount equal to such shortfall from the amount by which such amount is less than zero. Any amount paid under this Escrow Account. (e) All payments required pursuant to Section 1.04 1.6(c) and Section 1.6(d) shall be deemed to be adjustments for Tax purposes to the aggregate purchase price paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal by Parent pursuant to this Agreement (Northeast Edition) in the "Money Rates" section on case of Parent, in respect of the date shares in the Surviving Company held by Parent as a result of Closingthe Merger), and in immediately available United States fundsunless otherwise required by applicable Law.

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the ------------------------- Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects (i) the net difference between (A) the book value, as reflected on determined by an independent evaluator designated by the books of Seller and approved by the Buyer as of the Closing Date, of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or Purchased Assets and (B) the Hydro Units, Estimated Inventory Adjustment Amount (such difference is referred to as the case may be (the "Inventory Adjustment Amount"), (ii) the difference between (A) the book value, as determined by an independent evaluator designated by the Seller and approved by the Buyer as of the Closing Date, of the materials and supplies used at or in connection with the Purchased Assets and (iiB) the Estimated Materials and Supplies Adjustment Amount (such difference is referred to as the "Materials and Supplies Adjustment Amount") and (iii) the difference between (A) the Maintenance and Capital Expenditures Amount applicable and (B) the Estimated Maintenance and Capital Expenditures Amount (such difference is referred to the Thermal Units or the Hydro Units, as the case may be"Maintenance and Capital Expenditures Adjustment Amount"). The Inventory Adjustment Amount, the Materials and Supplies Adjustment Amount and the Maintenance and Capital Expenditures Adjustment Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such the Adjustment Statement. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each the Adjustment Statement and related information, and shall provide to the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an the Inventory Adjustment Amount, the Materials and Supplies Adjustment Amount or a the Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify the Seller -------- ------- in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Inventory Adjustment Amount, Purchaser the Materials and Supplies Adjustment Amount or the Maintenance and Capital Expenditures Amount, the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 thirty (30) days of receipt of Purchaserthe Buyer's written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser the Buyer shall pay all undisputed amounts, or if portions of the Adjustment Amount. If there is a dispute with respect to any amount of such on the Adjustment Statement Statement, within five (5) Business Days after the final determination of any such disputed amounts on such the Adjustment Statement, Purchaser the Buyer shall pay to the Seller an amount equal to the disputed portion of the Adjustment Amount as finally determined to be payable with respect to such the Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than -------- ------- zero, then within five (5) Business Days after the final determination of such amount Seller will shall pay to Purchaser the Buyer the amount by which such amount is less than zerozero within five (5) Business Days of such final determination. Any amount paid under All payments made pursuant to this Section 1.04 3.2(c) shall be paid paid, together with interest thereon for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published of The Chase Manhattan Bank in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date Closing Date, in cash by federal or other wire transfer of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after the Closing, Seller shall prepare obtain from MPC and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be PGE Colstrip Interests (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may bePGE Colstrip Interests. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller MPC within five days prior to the Closing consistent with SellerMPC's current inventory procedures (the "Inventory Survey"). Seller will request that MPC permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller MPC has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller and MPC in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller and MPC such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller and MPC in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of the Closing through the date of payment, calculated at the prime rate for domestic banks as published in The the Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of the Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days As soon as practicable, but in any event within 90 days, after the ClosingClosing Date, Seller shall Purchaser will prepare and deliver to Purchaser a statement (each, Seller an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as unaudited balance sheet of the Business as at the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Date (the "Inventory Adjustment AmountClosing Balance Sheet"). The Closing Balance Sheet shall reflect the Assets and the Assumed Liabilities, and with respect to such items shall be prepared in accordance with Generally Accepted Accounting Principles ("GAAP"), using the same accounting methods, policies, practices and procedures with consistent classifications, judgments and valuation and estimation methodologies as used in the preparation of the Financial Statements (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"hereinafter defined). Seller will permit an employee, or representative, shall provide Purchaser with full access to the books and records of the Business necessary for Purchaser to observe prepare the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationClosing Balance Sheet, and Purchaser shall provide Seller with full access to Seller such the books, records and information work papers used by Purchaser in preparing the Closing Balance Sheet. Based upon the Closing Balance Sheet and in a manner consistent as may be reasonably requested from time to time. (bmethodology used in determining reserves as that used in the determination of the $10,500,000 estimated net asset value referred to in Subsection 2.02(b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance hereof, Seller and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing jointly determine, within 15 days of delivery of the disputed amountClosing Balance Sheet to Seller, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt book value of the applicable Adjustment Statement. In Assets excluding all liabilities other than the event of a dispute with respect to any part of an Adjustment AmountAssumed Liabilities, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on at the partiesClosing Date (the "Net Asset Value"). If Purchaser and Seller have not agreed on the Net Asset Value within such 15-day period, Purchaser shall cause its independent public accountants to meet with Seller's independent public accountants in an attempt to resolve any differences, other than differences concerning the value of the cores in the Inventory. If such independent public accountants are unable to reach resolve the differences, then the issues in dispute shall be submitted to a resolution third firm of independent public accountants selected by Seller's and Purchaser's independent public accountants for resolution, and the determination of such differences within 30 days third firm of receipt of Purchaser's written notice of dispute independent public accountants shall be final and binding upon the parties. Notwithstanding anything to Sellerthe contrary set forth above, if Purchaser and Seller shall submit do not agree on the amounts remaining value of the cores in dispute for determination and resolution to the Independent Accounting FirmInventory, which then MB Valuations shall be instructed to determine and report to engaged for the parties, within 30 days after purpose of performing a valuation of such submission, upon such remaining disputed amounts, and such report cores based on an orderly liquidation appraisal. The determination of MB Valuations shall be final, final and binding and conclusive on upon the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) reflected in the "Money Rates" section on the date computation of Closing, and in immediately available United States fundsNet Asset Value.

Purchase Price Adjustment. (a) Within 30 thirty (30) days after the Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of the Seller as of the Closing Date, of (i) all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Assets (the "Inventory Adjustment Amount"), ) and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may beImprovement Amount. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory the Adjustment Amount or a Maintenance and the Capital Expenditures Improvement Amount; provided, however, that Purchaser the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Adjustment Amount or Capital Improvement Amount, Purchaser the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's the Buyers' written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser allocated between the Buyer and Seller. (c) Within ten (10) Business Days after Purchaserthe Seller so that the Buyer's receipt share of an Adjustment Statement, Purchaser such fees and disbursements shall pay all undisputed amounts, or if there is a dispute with respect to any be in the same proportion that the aggregate amount of such Adjustment Statement within five (5) Business Days after remaining disputed amounts so submitted by the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal Buyer to the Independent Accounting Firm that is unsuccessfully disputed Adjustment Amount by the Buyer (as finally determined by the Independent Accounting Firm) bears to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such total amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay remaining disputed amounts so submitted by the Buyer to Purchaser the amount by which Independent Accounting Firm. The parties shall at their own cost and expense cooperate with the Independent Accounting Firm, provide the Independent Accounting Firm with such amount is less than zero. Any amount paid under this Section 1.04 shall books, records and information and make available to the Independent Accounting Firm its personnel associated therewith as may be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsreasonably requested from time to time.

Purchase Price Adjustment. If the Aggregate Purchase Price (aas finally determined pursuant to this Section 3.04 and as set forth in the Final Closing Statement) Within 30 days after differs from the ClosingEstimated Aggregate Purchase Price set forth in the Estimated Closing Statement, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects then: (i) If the net book value, as reflected on the books of Seller as Aggregate Purchase Price is equal to or in excess of the Closing Estimated Aggregate Purchase Price, (A) an aggregate amount equal to the excess of all fuel inventory the Aggregate Purchase Price over the Estimated Aggregate Purchase Price, if any, shall be disbursed or caused to be disbursed by Purchaser as follows: (FERC account no. 1511) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may of payments to Equityholders that are Eligible Holders of Company Shares, such payments shall be remitted or cause to be remitted by Purchaser by wire transfer of immediately available funds to the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Shares and (2) in the "Inventory Adjustment Amount"case of payments to Optionholders, the Surviving Corporation or its Subsidiaries shall make such payments through payroll (if applicable) or by wire transfer of immediately available funds to the applicable Optionholders in accordance with their respective Percentage Shares (net of applicable withholding Taxes), and (iiB) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount Purchaser and the Maintenance and Capital Expenditures Amount for Equityholders’ Representative shall jointly direct the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller Escrow Agent within five days prior to the Closing consistent with Seller's current inventory procedures two (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (52) Business Days after the final determination of any amounts on such Adjustment Statementthe Final Closing Statement to transfer the full amount of funds in the Escrow Account to (x) in the case of payments to Equityholders that are Eligible Holders of Company Shares, the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Shares and (y) in the case of payments to Optionholders, the Surviving Corporation or its designated Subsidiary for further distribution through payroll (if applicable) or by wire transfer of immediately available funds to the applicable Optionholders in accordance with their respective Percentage Shares (net of applicable withholding Taxes); or (ii) If the Aggregate Purchase Price is less than the Estimated Aggregate Purchase Price, Purchaser and the Equityholders’ Representative shall pay to Seller an amount equal to jointly direct the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then Escrow Agent within five two (52) Business Days after the final determination of the Final Closing Statement to (A) transfer to Purchaser, or at Purchaser’s discretion, to the Surviving Corporation, out of the Escrow Account an aggregate amount equal to the excess of the Estimated Aggregate Purchase Price over the Aggregate Purchase Price (the “Purchaser Adjustment Amount”); provided, that, to the extent the funds in the Escrow Account are insufficient to satisfy the entire Purchaser Adjustment Amount owed to Purchaser, the amount of such amount Seller will pay shortfall shall be promptly paid to Purchaser by the Equityholders severally (on a pro rata basis in accordance with each Equityholder’s Indemnification Percentage), and not jointly, and (B) transfer the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for of funds remaining in the period commencing on Escrow Account, if any, after the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published distribution contemplated in The Wall Street Journal subsection (Northeast Editionii)(A) above to (x) in the "Money Rates" section on case of payments to Equityholders that are Eligible Holders of Company Shares, the date Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Shares and (y) in the case of Closingpayments to Optionholders, and in the Surviving Corporation for further distribution to the applicable Optionholders through payroll (if applicable) or by wire transfer of immediately available United States fundsfunds in accordance with their respective Percentage Shares (net of applicable withholding Taxes). The parties shall, to the extent permitted by Law, treat for tax purposes such additional payments to the Equityholders pursuant to this clause (ii) or the foregoing clause (i) as an adjustment to the purchase price of the equity interests of the Company.

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the ------------------------- Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects (i) the net difference between (A) the book value, as reflected on determined by an independent evaluator designated by the books of Seller and approved by the Buyer as of the Closing Date, of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or Purchased Assets and (B) the Hydro Units, Estimated Inventory Adjustment Amount (such difference is referred to as the case may be (the "Inventory Adjustment Amount"), (ii) the difference between (A) the book value, as determined by an independent evaluator designated by the Seller and approved by the Buyer as of the Closing Date, of the materials and supplies used at or in connection with the Purchased Assets and (iiB) the Estimated Materials and Supplies Adjustment Amount (such difference is referred to as the "Materials and Supplies Adjustment Amount") and (iii) the difference between (A) the Maintenance and Capital Expenditures Amount applicable and (B) the Estimated Maintenance and Capital Expenditures Amount (such difference is referred to the Thermal Units or the Hydro Units, as the case may be"Maintenance and Capital Expenditures Adjustment Amount"). The Inventory Adjustment Amount, the Materials and Supplies Adjustment Amount and the Maintenance and Capital Expenditures Adjustment Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such the Adjustment Statement. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each the Adjustment Statement and related information, and shall provide to the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an the Inventory Adjustment Amount, the Materials and Supplies Adjustment Amount or a the Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify the Seller -------- ------- in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Inventory Adjustment Amount, Purchaser the Materials and Supplies Adjustment Amount or the Maintenance and Capital Expenditures Amount, the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 thirty (30) days of receipt of Purchaserthe Buyer's written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser the Buyer shall pay all undisputed amounts, or if portions of the Adjustment Amount. If there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after on the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will disputed amounts on the Adjustment Statement, the Buyer shall pay to Purchaser the Seller an amount equal to the disputed portion of the Adjustment Amount as finally determined to be payable with respect to the Adjustment Statement; provided, however, that if -------- ------- such amount shall be less than zero, then the Seller shall pay to the Buyer the amount by which such amount is less than zerozero within five (5) Business Days of such final determination. Any amount paid under All payments made pursuant to this Section 1.04 3.2(c) shall be paid together, with interest thereon for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate of The Chase Manhattan Bank in effect on the Closing Date, in cash by federal or other wire transfer of immediately available funds. (d) In addition to this Agreement, the parties have entered into a separate Asset Sale Agreement dated as of November 16, 2000 which provides for domestic banks as published in The Wall Street Journal the sale of the Xxxxx Bundle from Seller to Buyer (Northeast Edition) the "Xxxxx XXX"). In the event that Buyer and Seller close under both this Agreement and the Xxxxx XXX, Buyer shall make an additional payment to Seller in the "Money Rates" section on amount of Twenty Million Dollars ($20,000,000) at the date later to occur of Closingthe Closing under this Agreement or the closing under the Xxxxx XXX, and in immediately available United States fundsany such payment pursuant to this Section 3.2(d) includes all applicable sales and similar taxes.

Purchase Price Adjustment. (a) No later than five (5) Business Days before the Closing Date, BHE shall notify the Buyer in writing of the Estimated Adjustment Amount, which shall be payable by the Buyer to BHE as provided in Section 4.2. (b) Within 30 thirty (30) days after the Closing, Seller BHE shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller the Sellers as of the Closing Date, of all BHE's interest under the Xxxxx Agreements in the fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Xxxxx Station (the "Inventory Adjustment Amount"), ) and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may bePurchased Assets. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days (5) Business Days prior to the Closing Date consistent with Seller's Sellers' current inventory procedures (the "Inventory Survey")procedures, and Buyer will be entitled to have a Buyer Representative observe such inventory survey. Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has the Sellers have historically used in connection with the calculation of the items reflected on such the Adjustment Statement. Purchaser The Buyer agrees to cooperate with Seller BHE in connection with the preparation of each the Adjustment Statement and related information, information and shall provide to Seller BHE such books, records and information as may be reasonably requested from time to time. (bc) Purchaser The Buyer may dispute an the Inventory Adjustment Amount or a the Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify Seller BHE in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser the Buyer and Seller BHE shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and Seller BHE are unable to reach a resolution of such differences within 30 thirty (30) days of receipt by BHE of Purchaserthe Buyer's written notice of dispute to Sellerdispute, Purchaser the Buyer and Seller BHE shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Sellerequally. (cd) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser if the Adjustment Amount is less than the Estimated Adjustment Amount, the Sellers shall refund the difference to the Buyer, and if the Adjustment Amount is greater than the Estimated Adjustment Amount, the Buyer shall pay all undisputed amountsthe difference to BHE on behalf of the Sellers; provided, or that if there is a dispute with respect to any amount on the Adjustment Statement, the Buyer shall immediately pay to BHE on behalf of such Adjustment Statement within the Sellers any undisputed amounts (to the extent not previously paid). Within five (5) Business Days after the final determination of any amounts on such the Adjustment Statement, Purchaser the Buyer shall pay to Seller BHE on behalf of the Sellers an amount equal to (x) the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All the Adjustment Statement payments shall be less (y) the sum of the Estimated Adjustment AmountAmount and any additional undisputed amount theretofore paid by the Buyer to the Sellers; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller Sellers will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid or refunded under this Section 1.04 3.2(d) shall be paid or refunded with interest for the period commencing on the date of Closing Date through the date of payment, calculated at the "prime rate rate" for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date Closing Date, in cash by Federal or other wire transfer of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 60 days after the Closing, the Seller shall prepare and deliver to Purchaser a statement the Buyer statements (each, an "Adjustment Statement") which reflects (i) the amount (whether positive or negative) equal to the difference of (A) the net book value, as reflected on the books of the Seller as of the Closing Date of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) and owned vehicles used at or in connection with the Thermal Units or the Hydro Units, as the case may be Purchased Assets minus (B) $1,300,000 (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or Purchased Assets and (iii) the Hydro Unitsemployee transition credit for any employees who did not become employees of the Buyer as calculated pursuant to Schedule 3.2, as which amount shall not exceed $2,800,000 (the case may be"ETC Adjustment"). The sum of the Inventory Adjustment Amount and Amount, the Maintenance and Capital Expenditures Amount for and the Closing ETC Adjustment is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such Adjustment StatementAdjustment. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory Adjustment Amount or Amount, a Maintenance and Capital Expenditures AmountAmount or the ETC Adjustment; provided, however, that Purchaser the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an any Adjustment Amount, Purchaser the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the partiesdifferences. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaserthe Buyer's written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an Adjustment Statement, Purchaser the Buyer shall pay all undisputed amounts, or and if there is a dispute with respect to any amount of on such Adjustment Statement Statement, within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser the Buyer shall pay to the Seller an amount equal to the disputed Adjustment Amount as finally determined pursuant to subsection (b) to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under this Section 1.04 3.2(c) shall be paid with interest for the period commencing on the date of Closing Date through the date of payment, calculated at the prime base rate for domestic banks as published of Citibank N.A. in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date of ClosingClosing Date, and in cash by federal or other wire transfer of immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 As promptly as practicable, but in any event within ninety (90) days after the ClosingClosing Date, Seller Parent shall prepare and deliver to Purchaser the Equityholder Representative a written statement (each, an "the “Purchase Price Adjustment Statement"”) setting forth in reasonable detail Parent’s good faith calculation of (1) the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness and the Transaction Expenses, and (2) Parent’s determination of the Aggregate Closing Merger Consideration based on the foregoing clause (1), together with reasonably detailed supporting calculations, in each case, determined in accordance with this Agreement. (b) Following the delivery of the Purchase Price Adjustment Statement, for purposes of this Section 2.8, Parent shall provide the Equityholder Representative and its Representatives with reasonable access at reasonable times to the Business Records, work papers and other documents that were used in, or are relevant to, the preparation of the Purchase Price Adjustment Statement, internal and external accountants, and relevant personnel of the Company Group to verify the accuracy of such amounts, all to the extent reasonably requested by the Equityholder Representative; provided that the Equityholder Representative and its representatives shall maintain the confidentiality of any such information furnished pursuant to this Section 2.8(b) and, solely with respect to the Equityholder Representative’s receipt of workpapers of Parent’s and the Company Group’s external accountants, shall have entered into any customary access letters as may be reasonably required by such of Parent’s or the Company Group’s external accounting advisors. (c) If the Equityholder Representative disagrees with the calculation of any of the items set forth in the Purchase Price Adjustment Statement, the Equityholder Representative shall notify Parent in writing of such disagreement (an “Objection Dispute”) within forty-five (45) days after receipt of the Purchase Price Adjustment Statement by the Equityholder Representative (such period, the “Review Period”). The Objection Dispute shall set forth the basis for the Equityholder Representative’s dispute or objections and the specific adjustments (including dollar amounts) to the Purchase Price Adjustment Statement that the Equityholder Representative believes in good faith should be made. Any amount, determination or calculation contained in the Purchase Price Adjustment Statement and not specifically disputed in a timely delivered Objection Dispute shall be final, conclusive and binding on the Parties. If the Equityholder Representative fails to deliver written notice of an Objection Dispute to Parent on or prior to the last day of the Review Period, the Purchase Price Adjustment Statement shall be deemed final and binding on the Parties for purposes of this Agreement. (d) If the Equityholder Representative delivers a notice of an Objection Dispute pursuant to Section 2.8(c), Parent and the Equityholder Representative shall negotiate in good faith to resolve any Objection Dispute and any resolution agreed to in writing by Parent and the Equityholder Representative shall be final and binding upon the Parties for purposes of this Agreement. If Parent and the Equityholder Representative are unable to resolve all Objection Disputes within twenty (20) days of delivery of written notice of such Objection Disputes by the Equityholder Representative to Parent, then the disputed matters shall, at the request of either the Equityholder Representative or Parent, be referred for final determination to Deloitte (the “Accounting Arbitrator”) as promptly as practicable following the end of such twenty (20) day period; provided, that any communications between the Equityholder Representative and Parent (or their respective Representatives) during the aforementioned twenty (20) day period shall be considered settlement discussions pursuant to the Federal Rule of Evidence 408 and similar state rules and the Accounting Arbitrator will be instructed to disregard any evidence of such communications in its consideration of the Objection Disputes. If such firm is unable to serve, Parent and the Equityholder Representative shall jointly select an Accounting Arbitrator from an accounting firm of national standing. If Parent and the Equityholder Representative are unable to agree upon an Accounting Arbitrator within such time period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York; provided, that the Accounting Arbitrator shall not have served as auditor for, or provided any other services to, Parent or the Company or their respective Subsidiaries. Parent and the Equityholder Representative each agree to promptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the Accounting Arbitrator. The Accounting Arbitrator shall act as an expert, not as an arbitrator, and its decision shall be limited to the positions taken on those items and amounts set forth on the Purchase Price Adjustment Statement and the Objection Dispute as to which reflects Parent and the Equityholder Representative have disagreed within the applicable time periods and on the terms specified in Section 2.8(c) and this Section 2.8(d) and must resolve all unresolved Objection Disputes in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall deliver to Parent and the Equityholder Representative, as promptly as practicable (and in any event within sixty (60) days) after submission by Parent and the Equityholder Representative of the written presentations and written responses specified in the engagement letter with the Accounting Arbitrator, a written report setting forth the resolution of any unresolved Objection Disputes determined in accordance with the terms herein. The Accounting Arbitrator’s determination shall be based solely on the definitions and other applicable provisions of this Agreement, and any such submissions specified in the engagement letter, and not on independent review of the Accounting Arbitrator. Neither Parent nor the Equityholder Representative shall have any ex parte communications with the Accounting Arbitrator relating to this Section 2.8 or this Agreement. In resolving any disputed item, the Accounting Arbitrator shall be bound by the principles set forth in this Section 2.8 and shall not assign a value to any item greater than the greatest value for such item claimed by either Parent or the Equityholder Representative or less than the smallest value for such item claimed by either Parent or the Equityholder Representative. Such report shall be final and binding upon all of the Parties for purposes of this Agreement, absent manifest error by the Accounting Arbitrator or fraud. The fees, expenses and costs of the Accounting Arbitrator shall be borne by Parent and the Equityholder Representative, respectively, in the proportion that the aggregate dollar amount of the disputed items submitted to the Accounting Arbitrator by such Party that are unsuccessfully disputed by such Party (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of disputed items submitted by Parent and the Equityholder Representative. The Parties agree that the Accounting Arbitrator’s decision may be enforced as an arbitration award in any court of competent jurisdiction. (e) Upon the written agreement of Parent and the Equityholder Representative or the decision of the Accounting Arbitrator, or if the Equityholder Representative fails to deliver written notice of an Objection Dispute on or prior to the last day of the Review Period as provided in Section 2.8(c), the Purchase Price Adjustment Statement, as modified pursuant to the written agreement of Parent and the Equityholder Representative or the decision of the Accounting Arbitrator, as applicable, shall be deemed to be the final Purchase Price Adjustment Statement for purposes of this Section 2.8 (the “Final Purchase Price Adjustment Statement”) and shall be deemed to be final and binding on the Parties for purposes of this Agreement. The Closing Cash, the Closing Net Working Capital, the Closing Indebtedness, the Transaction Expenses, each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Closing Cash”, the “Final Closing Net Working Capital”, the “Final Closing Indebtedness”, and the “Final Transaction Expenses”, respectively. For purposes of this Agreement, (i) the net book value“Final Closing Net Working Capital Adjustment Amount” means the amount equal to the Final Closing Net Working Capital, as reflected on minus the books of Seller as of the Closing of all fuel inventory Target Net Working Capital (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case which may be (the "Inventory Adjustment Amount"), a positive or negative number) and (ii) the Maintenance “Final Aggregate Closing Merger Consideration” means (1) the Base Amount, plus (2) the Final Closing Cash, plus (3) the Final Closing Net Working Capital Adjustment Amount (whether such amount is a positive number or a negative number (and Capital Expenditures Amount applicable for the avoidance of doubt, in the case of a negative number, with the addition of such negative number pursuant to this clause (3) having the Thermal Units or the Hydro Units, same arithmetic result as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation subtraction of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis absolute value of such disputenegative number)), within ten minus (4) the Final Closing Indebtedness, minus (5) the Final Transaction Expenses, minus (6) the Adjustment Escrow Amount, minus (7) the Equityholder Representative Expense Amount, minus (8) the Aggregate Preferred Stock Closing Accrued Value, minus (9) the Aggregate Preferred Option Closing Accrued Value, plus (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and SellerAggregate Option Exercise Price. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects sets forth an amount equal to (i) the net lesser of (A) the Seller's book value, as reflected on the books of Seller as of the Closing Date, of all fuel its coal inventory or (FERC account no. 151B) and stores inventory (FERC account no. 154) $48.50 per ton multiplied by the number of tons of coal in the coal inventory, used at or in connection with the Thermal Units or Purchased Assets minus (ii) the Hydro Units, Estimated Inventory Adjustment Amount (such difference is referred to as the case may be (the "Inventory Adjustment Amount"), and (ii) . For the Maintenance and Capital Expenditures Amount applicable to purposes of calculating the Thermal Units or the Hydro Units, as the case may be. The Estimated Inventory Adjustment Amount and Amount, the Maintenance and Capital Expenditures Amount for the Closing is referred coal inventory shall include all coal whether above or below grade except that any below grade coal, determined through a survey to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent Closing, whose use would be non-compliant with Seller's current inventory procedures (the "Inventory Survey")air emission regulations regarding SO(2) emissions, shall be excluded from such inventory. Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such the Adjustment Statement, except that the price utilized for determining the unit price of coal in this Section 3.2(a) shall be the lower of the price determined in accordance with such historic method or $48.50 per ton. Purchaser agrees The Buyer and the Seller agree to cooperate with Seller the other in connection with the preparation of each the Adjustment Statement and related information, and each shall provide to Seller the other such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an the Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; , provided, however, that Purchaser the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within ten thirty (1030) Business Days days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Inventory Adjustment Amount, Purchaser the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 thirty (30) days of receipt of Purchaserthe Buyer's written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within If the Inventory Adjustment Amount is positive, within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser the Buyer shall pay the Seller all undisputed amountsportions of the Inventory Adjustment Amount. If the Inventory Adjustment Amount is negative, or if within ten (10) Business Days after the Buyer's receipt of the Adjustment Statement, the Seller shall pay the Buyer all undisputed portions of the Inventory Adjustment Amount. If there is a dispute with respect to any amount of such on the Adjustment Statement Statement, within five (5) Business Days after the final determination of any such disputed amounts on such the Adjustment Statement, Purchaser the Buyer shall pay to the Seller an amount equal to the disputed portion of the Inventory Adjustment Amount as finally determined to be payable with respect to such the Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under All payments made pursuant to this Section 1.04 3.2(c) shall be paid together with interest thereon for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published of The Chase Manhattan Bank in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date Closing Date, in cash by federal or other wire transfer of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 60 days after the ClosingClosing Date, Principal Seller shall prepare and deliver to Purchaser a statement (each, an the "Adjustment Closing Statement") which reflects ), setting forth Working Capital as of the close of business on the Closing Date ("Closing Working Capital"). Purchaser shall assist, and shall cause the Acquired Subsidiaries to assist, Principal Seller and its advisors, including its independent auditors, in the preparation of the Closing Statement and shall provide Principal Seller and its advisors, including its independent auditors, with (i) the net book value, as reflected on the all reasonably requested Records and books and records of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), each Acquired Subsidiary and (ii) the Maintenance and Capital Expenditures Amount applicable access at all reasonable times to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount personnel and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation properties of the items reflected on Acquired Business, in each case for such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timepurpose. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of During the disputed amount, and the basis of such dispute, within ten (10) Business Days of 30-day period following Purchaser's receipt of the applicable Adjustment Closing Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts its advisors, including its independent auditors, shall be finalpermitted to review the working papers of Principal Seller and, if applicable, of Principal Seller's independent auditors relating to the Closing Statement, provided that Purchaser and its advisors, including its independent auditors, have executed all release letters reasonably requested by Principal Seller's independent auditors in connection therewith. The Closing Statement shall become final and binding and conclusive upon the parties on the parties. If 30th day following delivery thereof, unless Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's gives written notice of dispute its disagreement with the Closing Statement (the "Notice of Disagreement") to Principal Seller prior to such date. Purchaser may only deliver one Notice of Disagreement to Principal Seller, and Purchaser and its affiliates shall not raise any disagreements with the Closing Statement other than the disagreements set forth in the Notice of Disagreement, nor shall Purchaser or any of its affiliates adjust or change any disagreement set forth in the Notice of Disagreement. The Notice of Disagreement shall (i) specify in reasonable detail the nature of each disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 1.07 and (iii) be accompanied by a certificate of Purchaser that it has complied with Section 1.07(e). If the Notice of Disagreement is received by Principal Seller in a timely manner, then the Closing Statement (as revised in accordance with this sentence) shall submit the amounts remaining in dispute for determination become final and resolution to the Independent Accounting Firm, which shall be instructed to determine binding upon Principal Seller and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive Purchaser on the parties hereto earlier of (A) the date Principal Seller and Purchaser resolve in writing any differences they have with respect to the amounts disputedmatters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). The fees and disbursements During the 30-day period following the delivery of the Independent Accounting Firm shall be shared equally by Purchaser Notice of Disagreement, Principal Seller and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute seek in good faith to resolve in writing any differences that they may have with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published matters specified in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.the

Purchase Price Adjustment. Schedule 2.07 sets forth each Customer Contract for which consent to assignment is required (aeach an “Assignment Consent Customer”) Within 30 days after the Closing, Seller shall prepare and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books each Customer of Seller for which Buyer shall provide services pursuant to a Subcontract for which consent to subcontract is required (each a “Subcontract Consent Customer” and together with the Assignment Consent Customers, the “Consent Customers”) and for which such consent to assignment or subcontract has not been delivered to Buyer as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection date hereof, together with the Thermal Units estimated 2006 fiscal year annual revenues of each such Consent Customer (the “Consent Revenue”). If Seller fails to deliver to Buyer the Consent of any Consent Customer to the assignment to Buyer of the Customer Contract of such Consent Customer or to the Hydro Unitssubcontracting of services to be provided by Buyer to such Consent Customer, as the case may be applicable (the "Inventory Adjustment Amount"each a “Non-Consenting Customer”), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units on or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (Final Consent Date, then the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement Purchase Price shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution reduced by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable total of all Consent Revenue associated with such Non-Consenting Customers. For the purpose of this Section 2.07, (a) with respect to any Assignment Consent Customer, Consent shall mean: (i) the receipt by Buyer of payment for services rendered from an Assignment Consent Customer pursuant to a Customer Contract, (ii) the written acknowledgement by an Assignment Consent Customer, in a form reasonably acceptable to Buyer (which may include e-mail or other form of electronic communication), whereby such Adjustment StatementAssignment Consent Customer agrees to the assignment of the Customer Contract, (iii) any subsequent award to Buyer of a contract put out to bid by an Assignment Consent Customer pursuant to which Buyer shall perform services substantially similar to services provided pursuant to the applicable Customer Contract, or (iv) the Consent by an Assignment Consent Customer to the subcontracting of such Customer Contract to Buyer (in the manner provided for in subparagraph (b) below) and the execution of a Subcontract by the parties hereto, and (b) with respect to any Subcontract Consent Customer, Consent shall mean the consent of a Subcontract Consent Customer in the form required pursuant to the applicable contract. All Adjustment Statement payments The amount of the Purchase Price reduction pursuant to this Section 2.07 shall be less withheld from the Estimated Adjustment Amount; provided, however, that if such payment of the Consent Holdback as provided in Section 2.06(b) and in no event shall the amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser Purchase Price reduction exceed the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for of the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsConsent Holdback.

Purchase Price Adjustment. (a) Within 30 As promptly as practicable and in any event within sixty (60) days after the ClosingClosing Date, Seller the Buyer shall prepare and deliver to Purchaser Seller a statement (each, an "Adjustment the “Buyer’s Statement"”) which reflects setting forth in reasonable detail its calculation of (i) the net book valueNet Working Capital, as reflected of 11:59 p.m., New York time, on the books of Seller as of day immediately prior to the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro UnitsDate, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance Cash of the Company and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Unitsits Subsidiaries, as of 11:59 p.m., New York time, on the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days day immediately prior to the Closing consistent with Seller's current inventory procedures Date, (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation iii) Indebtedness of the items reflected Company and its Subsidiaries, as of 11:59 p.m., New York time, on such Adjustment the day immediately prior to the Closing Date, (iv) the Due Diligence Report Expenses and (v) the Seller Transaction Expenses. (b) After delivery of the Buyer’s Statement. Purchaser agrees , the Buyer shall give Seller and its Representatives and Affiliates reasonable access to cooperate with Seller review the work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer and its Representatives in connection with the preparation of each Adjustment the Buyer’s Statement and related informationallow them to make reasonable inquiries of its Representatives regarding questions concerning, or disagreements with, the Buyer’s Statement and the Buyer shall cause its Representatives to reasonably cooperate with and respond to such inquiries provided that such actions do not unreasonably interfere with the operations of the Buyer, the Company and its Subsidiaries. The Buyer shall, and shall provide cause the Company and its Subsidiaries and its Affiliates to, reasonably cooperate with Seller and its Representatives and Affiliates in the review of the Buyer’s Statement, including by providing reasonable access to Seller such the books, records and information Representatives of the Buyer, the Company and its Subsidiaries and their respective Affiliates in connection therewith (subject, in the case of the Buyer’s auditors, to execution by Seller of such reasonable and customary acknowledgement or non-reliance letter as such auditors may be reasonably requested from time to timerequest). (bc) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; providedWithin thirty (30) days after delivery of the Buyer’s Statement to Seller, however, that Purchaser shall notify Seller will advise the Buyer in writing of whether it agrees with the disputed amountBuyer’s Statement or whether Seller objects to it. If Seller disputes any amounts reflected on the Buyer’s Statement, and it shall deliver to the Buyer a statement setting forth its objections thereto, setting forth, in reasonable detail, the basis of for such dispute, within ten (10) Business Days of Purchaser's receipt the dollar amounts involved and Seller’s calculation of the applicable Adjustment Buyer’s Statement, within thirty (30) days of the Buyer’s delivery of the Buyer’s Statement to Seller (such written notice of objection, the “Objection Statement”). In If an Objection Statement is not delivered to the event Buyer within thirty (30) days after delivery of a dispute with respect the Buyer’s Statement to any part of an Adjustment AmountSeller, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts the Buyer’s Statement shall be final, binding and conclusive on non-appealable by the partiesparties hereto. If Purchaser Seller and the Buyer shall negotiate in good faith to resolve any objections made by Seller, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objection Statement, either Seller or the Buyer may submit the issues remaining in dispute for final resolution to Deloitte & Touche LLP or if Deloitte & Touche LLP is unable to serve, to an independent certified public accounting firm of national reputation mutually agreed by the Buyer and Seller (the firm so determined, “Arbitrator”). Each party agrees to execute, if requested by the Arbitrator, a reasonable and customary engagement letter, including customary indemnities. The Arbitrator shall consider only those items and amounts which are identified in the Objection Statement and which the Buyer and Seller are unable to reach resolve. In resolving any item of dispute, the Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either the Buyer or Seller or less than the smallest value for such item claimed by either the Buyer or Seller. Seller and the Buyer shall use their commercially reasonable efforts to cause the Arbitrator to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute to the Arbitrator. The resolution of such differences within 30 days of receipt of Purchaser's written notice of the dispute to Seller, Purchaser and Seller shall submit by the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report Arbitrator shall be final, binding and conclusive non-appealable on the parties hereto with respect hereto. The costs and expenses of the Arbitrator shall be borne by Seller and the Buyer based on the percentage which the portion of the contested amount not awarded to such party bears to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally amount actually contested by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statementsuch party, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less by the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsArbitrator.

Purchase Price Adjustment. (a) Within 30 days after The following items, for the Closingpertinent time periods, Seller shall prepare be adjusted and deliver shall be added to Purchaser a statement (each, an "Adjustment Statement"in the case of amounts to be paid by Buyer) which reflects or deducted from (iin the case of amounts to be paid by Sellers) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro UnitsPurchase Price, as the case may be. The Inventory , (an amount equal to the sum of such additions (which shall be expressed as positive numbers in such calculation) and deductions (which shall be expressed as negative numbers in such calculation), which may be a positive or negative number, the “Adjustment Amount Amount”): (i) personal property Taxes associated with the Assets, Corporate Headquarters or Store Properties that are imposed on a periodic basis and are required to be paid for a Tax period that includes (but does not end on) the applicable Closing Date shall be prorated as of the applicable Effective Time between Buyer and Sellers as follows: Sellers shall bear the proportion of, and shall have the sole responsibility for, such Taxes equal to a fraction, the numerator of which is equal to the number of days which shall have elapsed from the beginning of the applicable Tax period through the applicable Effective Time and the Maintenance denominator of which is the number of days in the entire applicable Tax period and Capital Expenditures Amount Buyer shall be responsible for the Closing is referred remainder (the “Personal Property Tax Proration”); (ii) the real property Taxes and assessments including commercial rent Taxes, ad valorem, sewer rents, business improvement district, license, intangibles and other similar Taxes (including any similar personal property Taxes) (“Real Property Taxes”) required to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted paid by a Seller within five days prior or any Affiliate thereof pursuant to the Closing consistent with Seller's current inventory procedures (Store Leases, the "Inventory Survey"). Seller will permit an employee, Corporate Headquarters Lease or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation Owned Real Property shall be prorated as of the items reflected on applicable Effective Time between Buyer and Sellers as follows: Sellers shall bear the proportion of, and shall have the sole responsibility for, such Adjustment Statementreal property Taxes equal to a fraction, the numerator of which is equal to the number of days which shall have elapsed from the beginning of the applicable Tax period through the applicable Effective Time and the denominator of which is the number of days in the entire applicable Tax period and Buyer shall be responsible for the remainder (the “Real Property Tax Proration”). Purchaser From and after the applicable Closing Date, Buyer agrees to cooperate take all actions reasonably necessary to notify all applicable federal, state, and local governmental authorities of the change of ownership and address to which all such tax statements and related information should be mailed to ensure Buyer’s receipt thereof; (iii) the Adjustment Amount shall be increased for the full amount of all Deposits and Closing Cash included in the Assets; (iv) the Adjustment Amount shall be decreased, on a dollar for dollar basis, for any unpaid Gift Card Reimbursement or Gift Certificate Reimbursement obligation of Sellers pursuant to Section 4.12; (v) the Adjustment Amount shall be decreased for amounts payable by Buyer with Seller respect to the Assumed Employee Liabilities to Transferred Employees [in accordance with the valuations set forth on Section 1.5(a)(v) of the Disclosure Schedule]5; (vi) If the Closing Inventory Valuation at a Store Property is greater than the value of the Inventory at such Store Property set forth on Section 2.8(e) of the Disclosure Schedule, then the Adjustment Amount shall be increased, on a dollar for 5 To attach an agreed-upon schedule ascribing valuations to categories of Assumed Employee Liabilities. Albertson's expects that such schedule would be consistent with the calculations agreed in connection with Project Wave. dollar basis, by such difference. If the preparation Closing Inventory Valuation at a Store Property is less than the value of each the Inventory at such Store Property set forth on Section 2.8(e) of the Disclosure Schedule, then the Adjustment Statement Amount shall be decreased, on a dollar for dollar basis, by such difference; (vii) Sellers shall attempt to obtain final meter readings for utilities at the Store Properties and related informationthe Corporate Headquarters as of the applicable Effective Time and shall pay for all utilities through the applicable Effective Time and, in the event a Seller shall not have paid for any such utilities because it was not practicable to obtain any such meter reading for any utility as of the applicable Effective Time or because there are utilities which are not metered, then the cost of any such utilities shall be prorated as of the applicable Effective Time between Sellers and Buyer (based on Sellers’ good faith estimates of such costs based on Sellers’ most recent utility bills for such services) as follows: Sellers shall bear the proportion of, and shall provide have the sole responsibility for, such utilities equal to Seller such booksa fraction, records the numerator of which is equal to the number of days which shall have elapsed from the beginning of the applicable utility period through the applicable Effective Time and information as may the denominator of which is the number of days in the entire applicable utility period and Buyer shall be reasonably requested from time to time. responsible for the remainder (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amountthe “Utility Proration”); provided, however, that Purchaser the Finalfinal Adjustment Amount shall notify Seller account for any deficiency in writing the original proration based on the final utility bills once received; (viii) any and all other Store Lease or Corporate Headquarter Lease related income, expenses, payments or receipts, rentals, costs, charges or fees connected with a Seller’s or any Affiliate of the disputed amounta Seller’s use or operation of any Store Property, including, without duplication, Prepaid Expenses, and the basis of such disputeall common area costs paid by a Seller or any Affiliate thereof to landlords or third parties pursuant to any declarations, within ten (10) Business Days of Purchaser's receipt reciprocal easement agreements, shopping center covenants or other covenants, conditions and restrictions that encumber any Store Property, shall be prorated between Sellers and Buyer as of the applicable Adjustment Statement. In Effective Time and Sellers shall bear their (and their Affiliates’) proportion thereof through the event applicable Effective Time; any and all revenues from Assets such as copy machines, vending machines, pay phones and the like shall be apportioned as of a dispute the end of the month in which the applicable Effective Time occurs and Sellers shall retain such revenues for that month prior to the applicable Effective Time; and with respect to any part percentage rents on adjusted gross sales payable under any of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts the Store Leases (“Percentage Rents”): (A) such Percentage Rents shall be finalestimated as of the applicable Effective Time for the month or quarter (as the case may be) for the relevant installment; (B) such estimated Percentage Rents shall be apportioned for that payment period as between the Buyer and Sellers as of the applicable Effective Time (the “Percentage Rent Proration”); (C) the estimated amount of such Percentage Rents apportioned to Sellers shall be taken into account in calculating the Estimated Adjustment Amount hereunder (and shall therefore reduce the amount payable by the Buyer at the applicable Closing); (D) the actual Percentage Rents payable for such installment period, binding if any, shall be paid by Buyer when due; and conclusive (E) the Finalfinal Adjustment Amount shall account for any inaccuracy in the original proration of Percentage Rent based on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit final invoices for Percentage Rent once received; and (ix) the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which Adjustment Amount shall be instructed (A) decreased by the amount of any transfer taxes owed by Sellers pursuant to determine Section 4.1 in the event that such amount has not been paid at the Closing, and report (B) increased by the amount of any transfer taxes owed by Buyer pursuant to Section 4.1 in the parties, within 30 event that such amount has not been paid at the Closing. (b) Within one hundred and twenty (120) days after such submissionthe final Closing Date, upon such remaining disputed amounts, Buyer shall prepare and such report shall be final, binding and conclusive on deliver to Sellers a statement (the parties hereto “Closing Statement”) calculating the Adjustment Amount as of each Closing Date with respect to each Store Property (the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller“Closing Adjustment Amount”). (c) Within ten If Sellers dispute any amounts as shown on the Closing Statement, Sellers shall deliver to Buyer within thirty (1030) Business Days days after Purchaser's receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Sellers’ calculation of such amounts and describing in reasonable detail the basis for the determination of such different amounts. If Sellers do not deliver a Dispute Notice to Buyer within such thirty (30) day period, the Closing Statement prepared and delivered by Buyer shall be deemed to be the “Final Closing Statement.” The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Sellers have given the Dispute Notice. If the Parties resolve such differences, the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Buyer and Sellers do not reach a final resolution on the Closing Statement within thirty (30) days after Sellers have given the Dispute Notice, unless Buyer and Sellers mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences, pursuant to an engagement agreement by and among Buyer, Sellers and the Neutral Accountant (which Buyer and Sellers agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the terms of this Agreement. Buyer and Sellers shall each be entitled, along with its agents and representatives, to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Buyer, Sellers and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Final Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Buyer and Sellers and determine the amounts to be set forth on the Final Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein; provided, that, notwithstanding anything to the contrary in this Section 1.5(c), the Neutral Accountant shall consider in good faith any reasonable third party evaluation of the Closing Statement commissioned by Buyer or any Seller at its own expense. The Closing Statement determined by the Neutral Accountant shall be deemed to be the Final Closing Statement. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error, and shall be considered an arbitral award for all purposes. The fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Closing Adjustment Amount is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 1.5(c) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the Disputed Items; or (ii) resolve any such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Buyer and Sellers. Sellers and their accountants and other representatives shall be permitted reasonable access to the financial records of Buyer used to prepare the Closing Statement, Purchaser at reasonable times during regular business hours during the period beginning on the delivery of the Closing Statement and ending on the date when the Final Closing Statement shall pay all undisputed amountshave been finalized. (d) Promptly, or if there is a dispute with respect to any amount of such Adjustment Statement within but no later than five (5) Business Days after the final determination of any amounts on such Adjustment the Closing Statement, Purchaser if the Closing Adjustment Amount set forth in the Closing Statement: (i) exceeds the Estimated Adjustment Amount, Buyer shall pay or cause to Seller be paid, by wire transfer of immediately available funds to the account(s) designated by Sellers, such excess amount and Buyer and Sellers shall instruct the Escrow Holder to deliver $[5,200,000]65,750,000 from the Holdback Amount to Sellers; or (ii) is less than the Estimated Adjustment Amount, Buyer and Sellers shall instruct the Escrow Holder to deliver an amount equal to such shortfall to Buyer from the disputed Adjustment Holdback Amount, and (x) to the extent the shortfall exceeds $[5,200,000],5,750,000, Buyer and Sellers shall instruct the Escrow Holder to deliver $[5,200,000]5,750,000 from the Holdback Amount as finally determined to Buyer and Sellers shall pay or cause to be payable with respect paid the excess of the shortfall over $[5,200,000]5,750,000 by wire transfer of immediately available funds to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; providedaccount(s) designated by Buyer, however, that if such amount shall be less than zero, then within five or (5y) Business Days after to the final determination of such amount Seller will pay to Purchaser extent the amount by which such shortfall amount is less than zero$[5,200,000],5,750,000, Buyer and Sellers shall instruct the Escrow Holder to deliver the difference between such shortfall and $[5,200,000]5,750,000 to Sellers. Any amount paid under payments made pursuant to this Section 1.04 1.5(d) shall be treated as an adjustment to the Purchase Price by the Parties and shall be paid with interest for in cash. (e) Notwithstanding anything to the period commencing on contrary contained herein, if the date of Closing through the date of paymentPersonal Property Tax Proration, calculated Real Property Tax Proration or Percentage Rents Proration cannot be finally determined at the prime rate for domestic banks time of the delivery of the Closing Statement because of the unavailability of the final amount of applicable Taxes or Percentage Rents Proration at such time, such items shall be apportioned or reapportioned, as published the case may be, as soon as practicable after the delivery of the Final Closing Statement. Upon any such apportionment or reapportionment, Sellers or Buyer (as the case may be) shall pay any amounts due to the other Party as a result thereof within thirty (30) days after written demand (accompanied by reasonable supporting documentation). If the Personal Property Tax Proration, Real Property Tax Proration or Percentage Rents Proration cannot be so finally determined at the time of the delivery of the Closing Statement, the Holdback Amount shall be held by the Escrow Holder until such apportionment or reapportionment and Buyers and Sellers shall instruct the Escrow Holder to disburse funds from the Holdback Amount in The Wall Street Journal accordance with the procedures described in Section 1.5(d) above. (Northeast Editionf) in To the "Money Rates" section on the date of Closing, and in immediately available United States funds.extent any amounts reimbursable by Sellers to Buyer pursuant to

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an "the “Adjustment Statement"”) which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Working Capital Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to Expenditure Adjustment Amount, (iii) the Thermal Units or the Hydro Units, as the case may be. The Inventory Environmental Remediation Payment Adjustment Amount and (iv) the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Regulatory Asset Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, sum of Purchaser to observe such amounts as set forth on the Inventory Survey. Each Adjustment Statement shall be prepared the “Adjustment Amount”). The items reflected in the Adjustment Amount shall be determined using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation determination of the items reflected on such Estimated Working Capital Amount, Estimated Environmental Remediation Payment and the components of the Estimated Adjustment StatementAmount, as applicable. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each the Adjustment Statement and related information, and shall provide to the Seller and the Seller’s Representatives such books, records records, information, and information access to the Company’s employees and properties, as may be reasonably requested from time to timetime by the Seller. (b) Purchaser The Buyer may dispute an Inventory the Adjustment Amount or a Maintenance and Capital Expenditures Amountthe Adjustment Statement; provided, however, that Purchaser the Buyer shall notify the Seller in writing of the any disputed amountamounts, and provide a reasonably detailed description of the basis of such dispute, within ten forty-five (1045) Business Days of Purchaser's days after the Buyer’s receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Adjustment Amount, Purchaser the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the partiesparties hereto. If Purchaser the Buyer and the Seller are unable to reach a resolution of any such differences within 30 thirty (30) days of after the Seller’s receipt of Purchaser's the Buyer’s written notice of dispute to Sellerdispute, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon a resolution of such remaining disputed amounts, and such report resolution shall be final, binding and conclusive on the parties hereto with respect to the remaining amounts disputed. The fees fees, costs and disbursements expenses of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Seller so that the Buyer’s share of such fees, costs and expenses shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Purchaser the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. For the avoidance of doubt, the Adjustment Amount shall be deemed to be modified to the extent of any changes thereto that become final, binding and Sellerconclusive on the parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 3.2(b). (c) Within ten five (105) Business Days after Purchaser's the date on which the Buyer’s written notice of dispute is required to be delivered to the Seller by the Buyer in accordance with Section 3.2(b), the Buyer shall pay to the Seller an amount equal to the sum of all undisputed portions of the Adjustment Amount reflected in the Adjustment Statement if the sum of such undisputed portions is a positive number. Within five (5) Business Days of the Seller’s receipt of an Adjustment Statementthe Buyer’s written notice of dispute in accordance with Section 3.2(b) or, Purchaser if the Buyer does not deliver such written notice of dispute, within five (5) Business Days of the date on which such written notice of dispute would have been required to be delivered to the Seller by the Buyer in accordance with Section 3.2(b), the Seller shall pay to the Buyer an amount equal to the sum of all undisputed amounts, or portions of the Adjustment Amount reflected in the Adjustment Statement if the sum of such undisputed portions is less than zero. If there is a dispute with respect to any amount of such on the Adjustment Statement Statement, within five (5) Business Days after the final determination of any all such disputed amounts on such Adjustment Statementin accordance with Section 3.2(b), Purchaser the Buyer shall pay to the Seller an amount equal to the disputed portion of the Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All the Adjustment Statement payments shall be less the Estimated Adjustment Amountin accordance with Section 3.2(b) if such amount is a positive number; provided, however, that if such amount shall be finally determined portion is less than zero, then within five (5) Business Days after the final determination of such amount Seller will shall pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under All payments made pursuant to this Section 1.04 3.2(c) shall be paid together with interest thereon for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published of Citibank, N.A. in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date Closing Date, in cash by wire transfer of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after At least three Business Days prior to the ClosingClosing Date, the Seller shall prepare prepare, or cause to be prepared, and deliver to Purchaser the Buyer a statement (each, an "Adjustment the “Preliminary Closing Statement"”) which reflects setting forth a good-faith estimate of (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Net Working Capital (the "Inventory Adjustment Amount"“Estimated Net Working Capital”), (ii) Indebtedness of (A) the Acquired Entities and (B) the Seller Entities relating to the Business (the “Estimated Indebtedness”), and (iiiii) Cash (the Maintenance and Capital Expenditures Amount applicable “Estimated Cash”), each determined as of the Measurement Time (and, except for Estimated Indebtedness, without giving effect to the Thermal Units transactions contemplated hereby), based on the Seller’s books and records and other information available at the Closing, and calculated on a basis consistent with the accounting principles, practices, assumptions, conventions and policies used in the preparation of the Financial Statements and to the extent not inconsistent therewith, consistent with GAAP (the “Applicable Accounting Principles”). Notwithstanding anything to the contrary contained elsewhere in this Agreement, any income Tax assets or liabilities (whether current or deferred) of the Hydro Units, as the case may be. The Inventory Adjustment Amount Acquired Entities and the Maintenance Seller Entities shall be excluded from current assets and current liabilities and shall not be included in the calculation of Estimated Net Working Capital, Closing Net Working Capital Expenditures Amount for or any component thereof. Prior to the Closing, the Seller and the Buyer shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing is referred Statement; provided, that if the parties are unable to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days resolve all such differences prior to the Closing, the amounts of the Estimated Net Working Capital, Estimated Indebtedness, and Estimated Cash as reflected in the Preliminary Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using used for purposes of calculating the same generally accepted accounting principles, policies and methods as Seller has historically used Estimated Purchase Price on the Closing Date. In no event shall any item included in connection with the calculation of Estimated Cash, Estimated Indebtedness, or Estimated Net Working Capital be counted more than once for the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timepurposes hereof. (b) Purchaser may dispute an Inventory Adjustment Amount or Within 90 days after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a Maintenance and Capital Expenditures Amount; provided, howeverwritten statement (the “Final Closing Statement”), that Purchaser shall notify include and set forth a calculation in reasonable detail of the actual (i) Net Working Capital (“Closing Net Working Capital”), (ii) Indebtedness of (A) the Acquired Entities and (B) the Seller Entities relating to the Business (“Closing Indebtedness”), and (iii) Cash (“Closing Cash”), each determined as of the Measurement Time (and, except for Closing Indebtedness, without giving effect to the transactions contemplated hereby). The Final Closing Statement shall be prepared on a basis consistent with the Applicable Accounting Principles and this Agreement and shall exclude the effect of any action or omission of the Buyer or its Affiliates following the Closing. To the extent any actions following the Closing with respect to the accounting books and records of the Seller on which the Final Closing Statement and the foregoing calculations are to be based are not consistent with the Applicable Accounting Principles, such changes shall not be taken into account in preparing the Final Closing Statement or calculating amounts reflected thereon. In no event shall any item included in the calculation of Closing Cash, Closing Indebtedness, or Closing Net Working Capital be counted more than once for the purposes hereof. (c) The Final Closing Statement shall become final and binding on the 60th day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, as set forth in the Final Closing Statement. The Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.9(d). (d) During the 30-day period following delivery of a Notice of Disagreement by the Seller to the Buyer, the parties shall seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash as specified therein. Any disputed items resolved in writing between the Buyer and the Seller within such 30-day period shall be final and binding with respect to such items, and if the Buyer and the Seller agree in writing on the resolution of any disputed item specified by the Seller in writing the Notice of Disagreement or the amount of the disputed amountClosing Net Working Capital, Closing Indebtedness, and Closing Cash, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Buyer and the Seller have not resolved all such differences by the end of such 30-day period, the Seller and the Buyer shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, and the basis of Independent Accounting Firm shall make a written determination as to each such dispute, within ten (10) Business Days of Purchaser's receipt disputed item and the amounts of the applicable Adjustment StatementClosing Net Working Capital, Closing Indebtedness, and/or Closing Cash. The Independent Accounting Firm shall be Deloitte or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Buyer and the Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30-days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Buyer’s and the Seller’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, and/or Closing Cash, that are identified as being items and amounts to which the Buyer and the Seller have been unable to agree. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in accordance with the Applicable Accounting Principles and this Agreement and the Independent Accounting Firm is not to make any other determination, including any determination as to whether the Target Net Working Capital or any estimates on the Preliminary Closing Statement are correct, adequate or sufficient. In resolving any disputed item, the event of Independent Accounting Firm may not assign a dispute with respect value to any part item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm’s determination of an Adjustment Amountthe Closing Net Working Capital, Purchaser Closing Indebtedness, and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts Closing Cash shall be finalbased solely on written materials submitted by the Buyer and the Seller (i.e., not on independent review). Absent fraud or manifest error, the determination of the Independent Accounting Firm shall be conclusive and binding upon the parties and conclusive shall not be subject to appeal or further review. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.9. In acting under this Agreement, the Independent Accounting Firm shall function solely as an expert and not as an arbitrator. (e) The fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Buyer and the Seller in inverse proportion as they may prevail on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to matters resolved by the Independent Accounting Firm, which proportionate allocation shall be instructed to determine calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the parties hereto with respect to merits of the amounts disputedmatters submitted. The fees and disbursements of the Independent Accounting Firm Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement or any Notice of Disagreement and in connection with the resolution of any dispute pursuant to this Section 2.9, as applicable, shall be shared equally borne by Purchaser and Sellersuch party. (cf) Within ten The Buyer and the Seller will, and will cause the Acquired Entities (10in the case of the Seller, prior to the Closing and, in the case of the Buyer, during the period from and after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.9) to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Business Days after Purchaser's receipt (including those of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect the Acquired Entities) and to any amount other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.9. Each party shall authorize its accountants to disclose work papers generated by such Adjustment Statement within five (5) Business Days accountants in connection with preparing and reviewing the calculations specified in this Section 2.9; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the final determination party who is not such accountant’s client has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purposes of any amounts on such this Agreement, the “Net Adjustment StatementAmount” means an amount, Purchaser shall pay to Seller an amount which may be positive or negative, equal to (A) (1) the disputed Adjustment Amount Closing Net Working Capital as finally determined pursuant to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less this Section 2.9 minus (2) the Estimated Adjustment Amount; providedNet Working Capital, however, that if such amount shall be less than zero, then within five minus (5B) Business Days after (1) the final determination of such amount Seller will pay Closing Indebtedness as finally determined pursuant to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for 2.9 minus (2) the period commencing on Estimated Indebtedness, plus (C) (1) the date of Closing through Cash as finally determined pursuant to this Section 2.9 minus (2) the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.Estimated Cash;

Purchase Price Adjustment. (a) Within 30 days after Determination of Post-Signing Adjustment. On the ClosingAdjustment Date, Seller shall the Buyer will prepare and deliver to Purchaser the Member a statement (each, an "the “Adjustment Statement"”) which reflects (i) setting forth the net book value, as reflected on Buyer’s good faith calculation of the books of Seller actual Working Capital as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Reference Time (the "Inventory Adjustment Amount"“Actual Working Capital”), and a calculation of the actual Cash of the Company and its subsidiaries as of the Reference Time (ii) “Actual Cash”), and the Maintenance resulting calculations of the Adjusted Cash Payment and the Downward Signing Working Capital Expenditures Amount applicable to the Thermal Units Adjustment or the Hydro UnitsUpward Signing Working Capital Adjustment, as the case may beif any. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection accordance with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeIFRS. (b) Purchaser After receipt of the Adjustment Statement, the Member shall have 45 days (the “Review Period”) to review the Adjustment Statement. During the Review Period, the Member and its Representatives shall have reasonable access to the personnel of, and work papers prepared by, the Buyer and/or the Buyer’s accountants to the extent that they relate to the Adjustment Statement and to such historical financial information (to the extent in the Buyer’s possession) relating to the Adjustment Statement as the Member and its Representatives may dispute an Inventory reasonably request for the purpose of reviewing the Adjustment Amount or Statement and to prepare a Maintenance and Capital Expenditures AmountStatement of Objection (defined below); provided, however, that Purchaser such access shall notify Seller be in writing a manner that does not interfere with the normal business operations of the Buyer. (c) On or prior to the last day of the Review Period, the Member may object to the Adjustment Statement by delivering to the Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed amount, item or amount and the basis for the Member disagreement therewith (the “Statement of Objection”). The Member’s failure to include any item listed in the Adjustment Statement in the Statement of Objection shall be deemed an acceptance of such dispute, within ten (10) Business Days of Purchaser's receipt of item and the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts Statement shall be final, final and binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to all such items. If the Member fails to deliver the Statement of Objection before the expiration of the Review Period, the Adjustment Statement shall be deemed to have been accepted by the Member, and as such, the Adjustment Statement shall be final and binding upon the parties hereto. If the Member delivers the Statement of Objection before the expiration of the Review Period, the Buyer and the Member shall, within 30 days (or such other time as the Buyer and the Member shall agree in writing) after the delivery of the Statement of Objection (the “Resolution Period”), negotiate in good faith to reach agreement on the disputed items or amounts disputedin order to determine the Adjusted Cash Payment, which must be within the range of values assigned to each such item in the Adjustment Statement and the Statement of Objection, respectively. If the Buyer and the Member resolve the disputed items or amounts set forth in the Statement of Objection within the Resolution Period, the Buyer and the Member shall set forth the agreed upon elements of the Adjustment Statement in a written agreement signed by the Member and the Buyer (a “Settlement Agreement”) and such Settlement Agreement shall be final and binding upon the parties hereto.‌ (d) If the Member and the Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objection before expiration of the Resolution Period, then the Buyer and the Member shall jointly engage a mutually agreed upon certified public accounting firm that has not performed accounting, tax or auditing services for either the Buyer or the Member or any of their respective Affiliates during the three (3) years preceding the Adjustment Date (the “Independent Accountant”) to make a binding determination as to any amounts remaining in dispute (“Disputed Amounts”) in accordance with this Agreement and the calculations and principles set forth on Schedule A attached hereto (as applicable). The Independent Accountant, acting as expert and not arbitrator, shall resolve the Disputed Amounts only and make any adjustments to the Adjustment Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and its decision for each Disputed Amount must be within the range of values assigned to each such item in the Adjustment Statement and the Statement of Objection, respectively, and determined in accordance with IFRS, consistent with Schedule A of this Agreement. The Buyer and the Member shall instruct the Independent Accountant to make a determination with respect to the Disputed Amounts as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and its adjustments to the Adjustment Statement shall be set forth in a report (the “Accountant’s Report”). All fees and disbursements expenses relating to this work of the Independent Accounting Firm Accountant shall be shared equally borne by Purchaser the Buyer, on the one hand, and Sellerthe Sellers, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall also be determined by the Accountant and be included in the Accountant’s Report. The Accountant’s Report shall be final and binding upon the parties hereto and no party shall seek further recourse through arbitration, courts, other tribunals or otherwise, other than to enforce the Accountant’s Report. (ce) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the The final determination of any amounts on such the Working Capital (the “Final Working Capital”), Cash (the “Final Cash”) and/or Adjusted Cash Payment of the Company as of the **Reference Time, either through the Member’s failure to timely deliver a Statement of Objection pursuant to Section 2.02(c), the entry into a Settlement Agreement pursuant to Section 2.02(c), or the delivery of an Accountant’s Report pursuant to Section 2.02(d), shall be referred to as the “Final Adjustment Statement.” If the Adjusted Cash Payment as set forth in the Final Adjustment Statement (the “Final Cash Consideration”) is less than the Cash Signing Payment, Purchaser then Buyer may offset the difference against the Indemnity Holdback Note, and second, to the extent the Indemnity Holdback Note has been depleted, the Selling Parties shall pay to Seller the Buyer in cash, the balance of such amount, within five Business Days following the determination of the Final Cash Consideration, by wire transfer of immediately available funds to an amount equal to account designated in writing by the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment StatementBuyer. All Adjustment Statement payments shall be less If the Estimated Adjustment Amount; provided, however, that if such amount shall be less Final Cash Consideration is more than zerothe Cash Signing Payment (the “Adjusted Cash Payment Increase”), then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 difference shall be paid with interest by increasing the principal amount of the Indemnity Holdback Note by the Adjusted Cash Signing Payment Increase. (f) Any set offs to the Indemnity Holdback Note pursuant to this Section 2.02 shall be treated as an adjustment to the Purchase Price by the parties hereto for the period commencing on the date of Closing through the date of paymentTax purposes, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsunless otherwise required by Law.

Purchase Price Adjustment. (a) No later than five (5) Business Days before the Closing Date, BHE shall notify the Buyer in writing of the Estimated Adjustment Amount, which shall be payable by the Buyer to BHE as provided in Section 4.2. (b) Within 30 thirty (30) days after the Closing, Seller BHE shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller the Sellers as of the Closing Date, of all BHE's interest under the Wyman Agreements in the fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Wyman Stxxxxx (the "Inventory Adjustment Amount"), and ) xxx (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may bePurchased Assets. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days (5) Business Days prior to the Closing Date consistent with Seller's Sellers' current inventory procedures (the "Inventory Survey")procedures, and Buyer will be entitled to have a Buyer Representative observe such inventory survey. Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has the Sellers have historically used in connection with the calculation of the items reflected on such the Adjustment Statement. Purchaser The Buyer agrees to cooperate with Seller BHE in connection with the preparation of each the Adjustment Statement and related information, information and shall provide to Seller BHE such books, records and information as may be reasonably requested from time to time. (bc) Purchaser The Buyer may dispute an the Inventory Adjustment Amount or a the Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify Seller BHE in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser the Buyer and Seller BHE shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and Seller BHE are unable to reach a resolution of such differences within 30 thirty (30) days of receipt by BHE of Purchaserthe Buyer's written notice of dispute to Sellerdispute, Purchaser the Buyer and Seller BHE shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Sellerequally. (cd) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser if the Adjustment Amount is less than the Estimated Adjustment Amount, the Sellers shall refund the difference to the Buyer, and if the Adjustment Amount is greater than the Estimated Adjustment Amount, the Buyer shall pay all undisputed amountsthe difference to BHE on behalf of the Sellers; provided, or that if there is a dispute with respect to any amount on the Adjustment Statement, the Buyer shall immediately pay to BHE on behalf of such Adjustment Statement within the Sellers any undisputed amounts (to the extent not previously paid). Within five (5) Business Days after the final determination of any amounts on such the Adjustment Statement, Purchaser the Buyer shall pay to Seller BHE on behalf of the Sellers an amount equal to (x) the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All the Adjustment Statement payments shall be less (y) the sum of the Estimated Adjustment AmountAmount and any additional undisputed amount theretofore paid by the Buyer to the Sellers; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller Sellers will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid or refunded under this Section 1.04 3.2(d) shall be paid or refunded with interest for the period commencing on the date of Closing Date through the date of payment, calculated at the "prime rate rate" for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date Closing Date, in cash by Federal or other wire transfer of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 thirty (30) days after the Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of the Seller as of the Closing Date, of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Assets (the "Inventory Adjustment Amount"), ) and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may beImprovement Amount. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory the Adjustment Amount or a Maintenance and the Capital Expenditures Improvement Amount; provided, however, that Purchaser the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Adjustment Amount or the Capital Improvement Amount, Purchaser the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's the Buyers' written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser allocated between the Buyer and Seller. (c) Within ten (10) Business Days after Purchaserthe Seller so that the Buyer's receipt share of an Adjustment Statement, Purchaser such fees and disbursements shall pay all undisputed amounts, or if there is a dispute with respect to any be in the same proportion that the aggregate amount of such Adjustment Statement within five (5) Business Days after remaining disputed amounts so submitted by the final determination of any amounts on such Adjustment Statement, Purchaser shall pay to Seller an amount equal Buyer to the Independent Accounting Firm that is unsuccessfully disputed Adjustment Amount by the Buyer (as finally determined by the Independent Accounting Firm) bears to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such total amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay remaining disputed amounts so submitted by the Buyer to Purchaser the amount by which Independent Accounting Firm. The parties shall at their own cost and expense cooperate with the Independent Accounting Firm, provide the Independent Accounting Firm with such amount is less than zero. Any amount paid under this Section 1.04 shall books, records and information and make available to the Independent Accounting Firm its personnel associated therewith as may be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsreasonably requested from time to time.

Purchase Price Adjustment. (a) Within 30 days ten (10) Business Days after the Closing, Seller the Sellers shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller the Sellers as of the Closing Date of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or Purchased Assets except the Hydro Units, as the case may be Wyman Station (the "Inventory Adjustment Amount"), and (iixx) the xhe Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may beAmount. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is are referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an a fuel inventory survey conducted by Seller within five days prior to the Closing Date consistent with Seller's current inventory procedures of the Sellers (the "Inventory Survey"). Seller The Sellers will permit an employee, or representative, of Purchaser the Buyer to observe the Inventory Survey. Each The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has the Sellers have historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with Seller the Sellers in connection with the preparation of each the Adjustment Statement and related information, and shall provide to Seller the Sellers such books, records and information as may be reasonably requested from time to time. (b) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such Adjustment Statement, Purchaser Buyer shall pay to Seller MPS on behalf of the Sellers an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 days after the Closing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an "Adjustment Statement") which reflects (i) reflects the net book value, as reflected on the books of the Seller as of the Closing Date, of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be Assets (the "Inventory Adjustment Amount"), ) and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may beImprovement Amount. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as the Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser The Buyer agrees to cooperate with the Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to the Seller such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an Inventory the Adjustment Amount or a Maintenance and the Capital Expenditures Improvement Amount; provided, however, that Purchaser the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Adjustment Amount or the Capital Improvement Amount, Purchaser the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and the Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaserthe Buyer's written notice of dispute to the Seller, Purchaser the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and the Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser the Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. The parties shall at their own cost and Sellerexpense cooperate with the Independent Accounting Firm, provide the Independent Accounting Firm with such books, records and information and make available to the Independent Accounting Firm its personnel associated therewith as may be reasonably requested from time to time. (c) Within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser the Buyer shall pay all undisputed amounts, or if there is a dispute with respect to any amount of on such Adjustment Statement Statement, within five (5) Business Days after the final determination of any amounts on such Adjustment Statementdisputed amounts, Purchaser the Buyer shall pay to Seller an such disputed amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to such Adjustment Statement. All Adjustment Statement payments shall be , less (y) the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, zero then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under this Section 1.04 3.2(c) shall be paid with interest for the period commencing on the date of Closing Date, through the date of payment, calculated at the prime rate for domestic banks as published of BankBoston in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date of Closingsuch Closing Date, and in cash by federal or other wire transfer of immediately available United States funds.

Purchase Price Adjustment. (a) Within 30 As soon as reasonably practicable, but in any event within 90 days after the ClosingClosing Date, Seller Buyer shall prepare and deliver to Purchaser Parent a statement setting forth Buyer’s good faith calculation of Closing Cash, Closing Debt, Closing Transaction Expenses, Working Capital and the resulting Working Capital Surplus (eachif any) and Working Capital Shortfall (if any) and, an "on the basis of the foregoing, Buyer’s calculation of the Purchase Price (the “Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as the case may be (the "Inventory Adjustment Amount"”), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall include a calculation of Working Capital in substantially the form of the Sample Calculation, and the calculations therein shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection accordance with the calculation of definitions set forth in this Agreement, including the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timeAccounting Principles. (b) Purchaser may dispute an Inventory After delivery of the Adjustment Amount Statement, Buyer shall give Parent and its Representatives reasonable access during normal working hours upon reasonable notice to review the financial books, records and work papers of the Company Group related to, or a Maintenance and Capital Expenditures Amountotherwise used by Buyer in, the preparation of the Adjustment Statement, as reasonably requested by Parent in connection with its review of the Adjustment Statement; provided, howeverthat, that Purchaser the auditors and accountants of Buyer and its Affiliates (including the Company Group) shall notify Seller not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in writing form and substance reasonably acceptable to such auditors or accountants. Parent and its Representatives may make reasonable inquiries of Buyer and the disputed amountCompany Group, and reasonably request documents, data and other information regarding the Adjustment Statement from Buyer and the Company Group and their Representatives regarding the Adjustment Statement, and Buyer and the Company Group shall direct, and use their commercially reasonable efforts to cause, their respective employees and accountants to, during normal business hours, cooperate with, and promptly respond to, such inquiries and requests. None of Buyer, its Subsidiaries, Representatives and the Company Group shall have any obligation to provide information or access to information, materials or persons if doing so would reasonably be expected to (i) unreasonably disrupt the normal operations of such Person’s business, (ii) result in the waiver of any attorney-client privilege or the disclosure of any trade secrets or (iii) violate any Applicable Law or breach the terms of any applicable Contract to which such Person or any of its Affiliates is party. (c) If Parent has any objections to the Adjustment Statement, Parent shall deliver to Buyer a statement setting forth in reasonable detail those items or amounts with which Parent disagrees, together with calculations supporting such objections, and shall set forth Parent’s calculation of, based on such objections, Closing Cash, Closing Debt, Closing Transaction Expenses, Working Capital and the resulting Working Capital Surplus (if any) and Working Capital Shortfall (if any) and, on the basis of such disputethe foregoing, within ten (10) Business Days of Purchaser's receipt Parent’s calculation of the applicable Purchase Price, along with reasonable supporting documentation (an “Objections Statement”) prior to 11:59 p.m., Eastern Time, on the date that is 30 days after Xxxxx’s delivery of the Adjustment Statement. In If an Objections Statement is not delivered to Buyer within such 30-day period, the event Adjustment Statement and the calculation of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts the Purchase Price therein shall be final, binding and conclusive on non-appealable by the parties. If Purchaser an Objections Statement is delivered to Buyer within such 30-day period, then Buyer and Seller are unable Parent shall negotiate in good faith to reach resolve the objections stated therein for a resolution period of 20 days, and any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s) and evidence of such differences discussions shall not be admissible in any future proceedings between the Parties. (d) If Buyer and Parent fail to resolve the objections in the Objections Statement within 30 days of receipt of Purchaser's written notice of dispute to Sellersuch 20-day period, Purchaser then Buyer and Seller Parent shall submit jointly request that an internationally recognized independent public accounting firm as shall be mutually agreed by Xxxxx and Parent (the amounts remaining in dispute for “Independent Accountant”) make a binding determination and resolution only as to the disputed items and amounts in the Adjustment Statement and Objections Statement in accordance with the terms of this Agreement. The Independent Accountant shall under the terms of its engagement have no more than 20 days from the date of such engagement to render its written decision with respect to such disputed items and amounts. The Independent Accountant shall consider only those items or amounts in the Adjustment Statement as to which Xxxxxx has disagreed in an Objection Statement and which remain in dispute, and shall make all such determinations in accordance with the Accounting FirmPrinciples and the terms of this Agreement. The Independent Accountant shall deliver to Buyer and Parent a written report setting forth its adjustments, which shall be instructed to determine and report if any, to the parties, within 30 days after such submission, upon such remaining Adjustment Statement based on the Independent Accountant’s determination with respect to the disputed amounts, items and amounts in accordance with the Accounting Principles and such report shall include the calculations supporting such adjustments; provided that the Independent Accountant shall not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Parent or less than the smallest value for such item claimed by either Buyer or Parent, in the case of Buyer, in the Adjustment Statement or in the case of Parent, in the Objections Statement. Such report shall be final, conclusive and binding and conclusive on the parties hereto with respect to the amounts disputedhereto, absent Fraud by a party or manifest error. The fees and disbursements expenses of the Independent Accounting Firm Accountant shall be shared equally allocated to be paid by Purchaser Xxxxx and SellerParent in inverse proportion as they may each prevail on matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Independent Accountant is rendered on the merits of the matters submitted. In acting under this Agreement, the Independent Accountant shall function solely as an expert and not as an arbitrator. (ce) The date on which the Purchase Price is finally determined in accordance with this Section 2.4 shall be referred to as the “Determination Date.” Within ten (10) five Business Days after Purchaser's receipt of an Adjustment Statementfollowing the Determination Date, Purchaser shall pay all undisputed amounts, or (i) if there is a dispute with respect to any the Estimated Purchase Price exceeds the Purchase Price (the amount of such excess, the “Negative Adjustment Statement within five (5) Business Days after Amount”), Parent and Buyer shall promptly deliver a joint written instruction to the final determination of any amounts on such Escrow Agent instructing the Escrow Agent to promptly release from the Adjustment Statement, Purchaser shall pay to Seller Escrow Fund an amount equal to the disputed Negative Adjustment Amount as finally determined to Buyer (on behalf of Buyer Sub) and (ii) if the Purchase Price exceeds the Estimated Purchase Price (the amount of such excess, the “Positive Adjustment Amount”), Buyer (on behalf of Buyer Sub) shall pay, or caused to be payable with respect paid, to such Parent the Positive Adjustment StatementAmount in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. All In the event that the funds available in the Adjustment Statement payments Escrow Fund are insufficient to pay the Negative Adjustment Amount in full, then Parent shall pay, or cause to be paid, to Buyer (on behalf of Buyer Sub) by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer the balance of the Negative Adjustment Amount less the Estimated amount of the funds in the Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five Escrow Fund transferred to Buyer pursuant to clause (5i) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zeroabove. Any amount paid payment under this Section 1.04 2.4(e) shall be paid with interest for payable in United States dollars in immediately available federal funds and delivered to such bank account or accounts as shall be designated in writing by the period commencing receiving party. (f) Immediately following (i) the release of the Negative Adjustment Amount (if any) to Buyer (on behalf of Buyer Sub) or (ii) payment of the date of Closing through Positive Adjustment (if any) to Parent, Parent and Buyer shall deliver a joint written instruction to the date of payment, calculated at Escrow Agent instructing the prime rate for domestic banks as published in The Wall Street Journal Escrow Agent to release all remaining funds (Northeast Editionif any) in the "Money Rates" section Adjustment Escrow Fund to Parent. (g) The process set forth in this Section 2.4 shall be the sole and exclusive remedy of the parties for any disputes related to any amounts set forth on the date Closing Spreadsheet and the Adjustment Statement, including as it relates to the amount of ClosingClosing Cash, Closing Debt, Closing Transaction Expenses, Working Capital, Working Capital Surplus (if any) and Working Capital Shortfall (if any) other than in immediately available United States fundsthe case of Fraud or intentional misrepresentation.

Purchase Price Adjustment. (ai) Within 30 60 calendar days after following the Closing, Seller shall CBAI will prepare and deliver the Final Balance Sheet to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, as reflected on the books of Seller as Shareholders. After delivery of the Closing Final Balance Sheet to the Shareholders, CBAI will permit the Shareholders and a reasonable number of all fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) used at or in connection with their representatives to have reasonable access to the Thermal Units or the Hydro Unitsbooks, as the case may be (the "Inventory Adjustment Amount")records, and other documents (iiincluding work papers) the Maintenance and Capital Expenditures Amount applicable pertaining to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation CBAI's preparation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related informationFinal Balance Sheet, and shall will provide to Seller such books, records and information the Shareholders with copies thereof as may be reasonably requested from time by the Shareholders. If within 30 calendar days following delivery of the Final Balance Sheet to timethe Shareholders, none of the Shareholders has given CBAI notice of objection to the Final Balance Sheet (any such notice must set forth the objection in reasonable specificity and detail as to the nature of the objection), then KonaCo's Working Capital as reflected in the Final Balance Sheet will be used in computing the Adjustment Amount. If any of the Shareholders objects to the Final Balance Sheet within the 30-day objection period, and CBAI is unwilling to amend the Final Balance Sheet in a manner that satisfactorily resolves such objection, then, if the Shareholders and CBAI cannot through good faith negotiations resolve the issues in dispute within an additional 15 calendar day period, the issues in dispute will be submitted to Xxxx Xxxxx, LLP, or, if such firm is unable or unwilling for any reason to accept such engagement, a nationally or regionally recognized accounting firm reasonably acceptable to both CBAI and the Shareholders (the "Accountant") for resolution, and CBAI will bear 50% of the Accountant's fees and expenses and the Shareholders, jointly and severally, will bear 50% of the Accountant's fees and expenses. (bii) Purchaser may dispute an Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Purchaser's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive Based on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement within five (5) Business Days after the final determination of any amounts on such the Adjustment StatementAmount: (a) if the Merger Consideration is greater than the aggregate of payments made pursuant to Sections 3(a)(iv) and 3(a)(v), Purchaser shall then CBAI will pay to Seller an amount equal in cash the difference to the disputed Adjustment Amount as finally determined to be payable Shareholders pro rata in accordance with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amountnumber of Kona Shares held by each of the Shareholders at the Effective Time; provided, however, that and (b) if such amount shall be the Merger Consideration is less than zerothe aggregate of payments made pursuant to Sections 3(a)(iv) and 3(a)(v), then the Shareholders will pay in cash the difference to CBAI pro rata in accordance with the number of Kona Shares held by each of the Shareholders at the Effective Time and as provided in the Shareholder Consideration Schedule. Any payments due pursuant to this provision must be paid within five (5) Business Days after the 5 business days of final determination of such amount Seller the Adjustment Amount and will pay be treated as adjustments to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, and in immediately available United States fundsMerger Consideration.

Purchase Price Adjustment. (a) Within 30 days after Adjustment Based on Net Inventory and Receivables. Subject to the Closinglimitations stated herein, Seller the Purchase Price shall prepare be increased or decreased on a dollar per dollar basis to the extent that the Net Inventory and deliver to Purchaser a statement (each, an "Adjustment Statement") which reflects (i) the net book value, Receivables is greater than or less than US $122.5 million at Closing as reflected on the books of Seller as of the Closing of all fuel inventory (FERC account nodetermined in accordance with this Section 2.06. 151) and stores inventory (FERC account no. 154) used at or in connection with the Thermal Units or the Hydro Units, as In the case may be (of an upward adjustment, the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount maximum permitted adjustment will be based on an inventory survey conducted by Seller within five days prior to $5 million. In the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employeeevent of a downward adjustment, or representative, only that amount in excess of Purchaser to observe the Inventory Survey. Each Adjustment Statement $5 million shall be prepared using deducted from the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such Adjustment Statement. Purchaser agrees to cooperate with Seller in connection with the preparation of each Adjustment Statement and related information, and shall provide to Seller such books, records and information as may be reasonably requested from time to timePurchase Price. (b) Purchaser Determination of Net Inventory and Receivables. Prior to the Closing Date at such time as the Auditors (hereinafter defined) shall mutually determine, Ernst & Young, LLP ("Sellers' Auditor") shall conduct audit procedures of the Accounts Receivable and Inventory in accordance with auditing procedures generally accepted in the United States and bring such audit forward to the day prior to the Closing Date in order to prepare the Net Inventory and Receivables Statement. In preparing the Net Inventory and Receivables Statement, Seller's Auditor shall value the Inventory and Accounts Receivable in accordance with GAAP consistently applied in accordance with Sellers' past practices. PricewaterhouseCoopers, LLP ("Buyers Auditor") shall be allowed to observe the auditing procedures and to review Seller's accounting records, and Seller's Auditor shall provide Buyer's Auditor with copies of its working papers as they are being prepared during the audit. (Seller's Auditor and Buyer's Auditor are sometimes hereinafter collectively called the "Auditors" and each, an "Auditor"). Representatives of both Buyer and Sellers may dispute an be present at the physical audits of Inventory Adjustment Amount or conducted by Seller's Auditor. The Net Inventory and Receivables Statement shall be completed and delivered by Seller's Auditor to Buyer, BSC, Buyer's Auditors and the Secured Party Representative one day prior to the Closing Date. (c) Disagreement with respect to Net Inventory and Receivables. If the Buyer's Auditor does not agree with the Net Inventory and Receivables Statement prepared by Seller's Auditor, Buyer's Auditor, utilizing the same agreed procedures, shall prepare a Maintenance separate Net Inventory and Capital Expenditures AmountReceivables Statement and shall provide the same, together with its working papers and/or rebuttal documents, to Buyer, Sellers and the Secured Party Representative on the Closing Date. If the Secured Party Representative disagrees with the Net Inventory and Receivables Statement prepared by Buyer's Auditor, the Closing shall nevertheless proceed; provided, however, that Purchaser the Purchase Price paid at Closing shall notify Seller be adjusted as provided in writing Section 2.06(a) utilizing the value of the disputed amount, Net Inventory and Receivables determined by Buyer's Auditor. Buyer and Secured Party Representative shall use good faith efforts to resolve the basis of such dispute, within ten (10) Business Days of Purchaserdisagreement between the Seller's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, Purchaser Auditor and Seller shall attempt to reconcile their differences and any resolution by them Buyer's Auditor as to any disputed amounts shall be final, binding the Net Inventory and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution of such differences within 30 days of receipt of Purchaser's written notice of dispute to Seller, Purchaser and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Seller. (c) Within ten (10) Business Days after Purchaser's receipt of an Adjustment Statement, Purchaser shall pay all undisputed amounts, or if there is a dispute with respect to any amount of such Adjustment Statement Receivables within five (5) Business Days business days after Closing. If on the final determination fifth business day after Closing, Buyer and Secured Party Representative have not agreed on the Net Inventory and Receivables, then the issues in dispute shall be submitted to Deloitte & Touche LLP (the "Arbiter") to be finally settled. The Arbiter shall be engaged on behalf of any amounts on Sellers by the firm of Bradley, Arant, Rose & White, LLP, Sellers' bankruptcy attorneys. Upon such Adjustment Statement, Purchaser shall pay to Seller an amount equal submittal to the disputed Adjustment Amount Arbiter, each Auditor shall immediately provide its Net Inventory and Receivables Statement and all of its working papers and/or rebuttal documents regarding its Net Inventory and Receivables Statement to the Arbiter and shall cooperate with the Arbiter as finally determined reasonably necessary so that the Arbiter may render an informed decision. The Arbiter shall determine the Net Inventory and Receivables within fifteen (15) days of submittal to be payable it of the issues in dispute, based only upon the papers received from the Auditors and the Net Inventory and Receivables Statements provided to it by each Auditor, and its interviews, if any, with respect to such Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment AmountAuditors; provided, however, that if such amount the determination of the Net Inventory and Receivables by the Arbiter may not be more than the largest value, or lower than the lowest value, of the Net Inventory and Receivables determined by the Auditors. The Arbiter shall not discuss the matters in dispute with the Parties or the Secured Party Representative. The decision of the Arbiter shall be less than zerobinding and conclusive on Buyer, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the amount by which such amount is less than zero. Any amount paid under this Section 1.04 shall be paid with interest for the period commencing on the date of Closing through the date of payment, calculated at the prime rate for domestic banks as published in The Wall Street Journal (Northeast Edition) in the "Money Rates" section on the date of Closing, Sellers and in immediately available United States fundsSecured Party Representative.

Purchase Price Adjustment. (a) Within 30 sixty (60) days after the Closing, Seller shall prepare and deliver to Purchaser the Buyer a statement (each, an the "Adjustment Statement") which reflects sets forth: an amount equal to (iA) the net book value, as reflected on weighted average value for the books of Seller as of twenty (20) consecutive days prior to the Closing Date of all JP4 fuel inventory (FERC account no. 151) and stores inventory (FERC account no. 154) to be used at or in connection with the Thermal Units Purchased Assets as determined by using the price of fuel in the Journal of Commerce as of the Closing Date, or the Hydro Unitsif no price is available for such date, as of the case may be most recent date such price is available prior to the Closing Date, minus (B) the Estimated Inventory Adjustment Amount (such difference is referred to as the "Inventory Adjustment Amount"), and (ii) the Maintenance and Capital Expenditures Amount applicable to the Thermal Units or the Hydro Units, as the case may be. The Inventory Adjustment Amount and the Maintenance and Capital Expenditures Amount for the Closing is referred to collectively as the "Adjustment Amount." The Inventory Adjustment Amount will be based on an inventory survey conducted by Seller within five days prior to the Closing consistent with Seller's current inventory procedures (the "Inventory Survey"). Seller will permit an employee, or representative, of Purchaser to observe the Inventory Survey. Each Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods as Seller has historically used in connection with the calculation of the items reflected on such the Adjustment Statement. Purchaser agrees The Buyer and Seller agree to cooperate with Seller in connection with the preparation of each the Adjustment Statement and related information, and each shall provide to Seller the other such books, records and information as may be reasonably requested from time to time. (b) Purchaser The Buyer may dispute an the Inventory Adjustment Amount or a Maintenance and Capital Expenditures Amount; provided, however, that Purchaser the Buyer shall notify Seller in writing of the disputed amount, and the basis of such dispute, within ten thirty (1030) Business Days days of Purchaserthe Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an the Inventory Adjustment Amount, Purchaser the Buyer and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Purchaser the Buyer and Seller are unable to reach a resolution of such differences within 30 thirty (30) days of receipt of Purchaserthe Buyer's written notice of dispute to Seller, Purchaser the Buyer and Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally allocated between the Buyer and Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Purchaser and Sellerthe Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. (c) Within If the Inventory Adjustment Amount is positive, within ten (10) Business Days after Purchaserthe Buyer's receipt of an the Adjustment Statement, Purchaser the Buyer shall pay Seller all undisputed amountsportions of the Inventory Adjustment Amount. If the Inventory Adjustment Amount is negative, or if within ten (10) Business Days after the Buyer's receipt of the Adjustment Statement, Seller shall pay the Buyer all undisputed portions of the Inventory Adjustment Amount. If there is a dispute with respect to any amount of such on the Adjustment Statement Statement, within five (5) Business Days after the final determination of any such disputed amounts on such the Adjustment Statement, Purchaser the Buyer shall pay to Seller an amount equal to the disputed portion of the Inventory Adjustment Amount as finally determined to be payable with respect to such the Adjustment Statement. All Adjustment Statement payments shall be less the Estimated Adjustment Amount; provided, however, that if such amount shall be less than zero, then within five (5) Business Days after the final determination of such amount Seller will pay to Purchaser the Buyer the amount by which such amount is less than zero. Any amount paid under All payments made pursuant to this Section 1.04 3.2(c) shall be paid together with interest thereon for the period commencing on the date of Closing Date through the date of payment, calculated at the prime rate for domestic banks as published of The Chase Manhattan Bank in The Wall Street Journal (Northeast Edition) in the "Money Rates" section effect on the date Closing Date, in cash by federal or other wire transfer of Closing, and in immediately available United States funds.