Final Extraordinary Capital
Expenditures Amount, if any, shall be treated as a post-Closing adjustment to
the Purchase Price.
3.2.
Possible Purchase Price Adjustment.
(A)
BEFORE EXPENDING ANY FUNDS FOR AN EXTRAORDINARY CAPITAL
EXPENDITURE, (I) THE SELLER PARTIES SHALL GIVE THE BUYERS WRITTEN NOTICE OF SUCH
PROPOSED EXTRAORDINARY CAPITAL EXPENDITURE, INCLUDING SUPPLEMENTARY MATERIALS
EXPLAINING THE PROPOSED EXTRAORDINARY CAPITAL EXPENDITURE AND, IF APPLICABLE,
DIAGRAMS OR TECHNICAL DRAWINGS, AND, IF REQUESTED BY THE BUYERS, REASONABLE
SUPPORTING MATERIALS SUPPORTING THE SELLER PARTIES' CONCLUSION THAT THE
EXTRAORDINARY CAPITAL EXPENDITURE IS REQUIRED BY A CHANGE IN LAW OR BY ANY
GOVERNMENTAL ENTITY OR QUASI REGULATORY AGENCY, AT LEAST 10 BUSINESS DAYS PRIOR
TO THE DATE OF THE PROPOSED EXTRAORDINARY CAPITAL EXPENDITURE, (II) THE SELLERS
SHALL CONSIDER IN GOOD FAITH THE BUYERS' REASONABLE COMMENTS ON THE PROPOSED
EXTRAORDINARY CAPITAL EXPENDITURE, AND (III) THE PARTIES SHALL HAVE ATTEMPTED IN
GOOD FAITH TO AGREE ON THE APPROPRIATE RESPONSE TO THE CIRCUMSTANCE THAT
REQUIRES THE EXTRAORDINARY CAPITAL EXPENDITURE.
THE AMOUNT OF EXTRAORDINARY
CAPITAL EXPENDITURES, IF ANY, TO BE INCLUDED IN THE CAPITAL EXPENDITURES
STATEMENT AND THE FINAL EXTRAORDINARY CAPITAL EXPENDITURES AMOUNT SHALL BE
REDUCED, IN AN AMOUNT TO BE MUTUALLY AGREED UPON BY THE PARTIES IN GOOD FAITH,
TO ACCOUNT FOR THE OWNERSHIP AND USAGE OF ANY PROJECT OR ADDITION FUNDED BY AN
EXTRAORDINARY CAPITAL EXPENDITURE (INCLUDING, IF APPROPRIATE, THE FAIR
DEPRECIATION OF SUCH PROJECT OR ADDITION UNDER UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") ALLOCABLE TO THE PERIOD IN WHICH THE SELLER
PARTIES OWNED THE PROJECT) BY THE SELLER PARTIES PRIOR TO THE CLOSING DATE.
(B)
IN THE EVENT THE SELLER PARTIES HAVE INCURRED AN EXTRAORDINARY
CAPITAL EXPENDITURE IN ACCORDANCE WITH SECTION 3.2(A), THEN WITHIN 30 DAYS AFTER
THE CLOSING, THE SELLER PARTIES WILL PREPARE AND DELIVER TO THE BUYERS A
STATEMENT (THE "CAPITAL EXPENDITURES STATEMENT") SETTING FORTH THE EXTRAORDINARY
CAPITAL EXPENDITURES, IF ANY, INCLUDING DETAILED SUPPORTING MATERIAL.
THE
BUYERS AGREE TO COOPERATE WITH THE SELLER PARTIES IN CONNECTION WITH THE
PREPARATION OF THE CAPITAL EXPENDITURES STATEMENT AND RELATED INFORMATION, AND
SHALL PROVIDE TO THE SELLER PARTIES SUCH BOOKS, RECORDS AND INFORMATION AS MAY
BE REASONABLY REQUESTED FROM TIME TO TIME.
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(C)
DURING THE 30-DAY PERIOD FOLLOWING THE DELIVERY BY THE SELLER
PARTIES OF THE CAPITAL EXPENDITURES STATEMENT, THE BUYERS AND THE BUYERS'
REPRESENTATIVES MAY REVIEW SUCH STATEMENT.
THE SELLER PARTIES AGREE TO
COOPERATE WITH THE BUYERS IN SUCH REVIEW AND TO PROVIDE THE BUYERS WITH THE
INFORMATION USED TO PREPARE THE CAPITAL EXPENDITURES STATEMENT AND ANY OTHER
RELATED INFORMATION AS REASONABLY REQUESTED BY THE BUYERS.
THE BUYERS SHALL
PROVIDE ANY COMMENTS OR OBJECTIONS THEY HAVE WITH RESPECT TO THE CAPITAL
EXPENDITURES STATEMENT TO THE SELLER PARTIES IN WRITING WITHIN SUCH 30-DAY
PERIOD (THE "NOTICE OF DISAGREEMENT").
THE BUYERS AND THE SELLER PARTIES SHALL
ATTEMPT IN GOOD FAITH TO RESOLVE ANY DIFFERENCES AND ISSUES AS SET FORTH IN THE
NOTICE OF DISAGREEMENT.
IF NO NOTICE OF DISAGREEMENT IS DELIVERED OR THE
MATTERS SET FORTH IN THE NOTICE OF DISAGREEMENT ARE SO RESOLVED, THEN THE
CAPITAL EXPENDITURES STATEMENT,