EXPENDITURES. SUBJECT TO THE PROVISIONS OF SECTION
7.21(A), PURCHASER WILL PAY TO SELLER AT CLOSING, AS AN ADDITION TO THE PURCHASE
PRICE, THE AMOUNT OF CAPITAL CONTRIBUTED BY SELLER TO THE COMPANY DURING SUCH
PERIOD AND EXPENDED BY THE COMPANY ON ACCOUNT OF ALL PRE-APPROVED CAPITAL
EXPENDITURES AND NECESSARY CAPITAL EXPENDITURES MADE BETWEEN THE EFFECTIVE DATE
AND THE CLOSING AND NOT THERETOFORE PAID BY PURCHASER.
(D)
REMEDIATION EXPENDITURES.
FROM THE EFFECTIVE DATE THROUGH THE
CLOSING, THE COMPANY MAY (WITHOUT PURCHASER'S CONSENT) MAKE THE REMEDIATION
EXPENDITURES; SUBJECT TO THE FOLLOWING:
(I)
PURCHASER SHALL NOT BE LIABLE TO REIMBURSE SELLER FOR THE
REMEDIATION EXPENDITURES;
(II)
THE UNIT 1 FILL-IN SHALL BE DONE IN ACCORDANCE WITH A FIXED
PRICE, LUMP SUM CONTRACT FOR SAME TO BE ENTERED INTO BY THE COMPANY PRIOR TO
CLOSING
12
(THE "UNIT 1 FILL-IN CONTRACT"), THE REQUIREMENTS OF THE FEDERAL ENERGY
REGULATORY COMMISSION, AND OTHER APPLICABLE LEGAL REQUIREMENTS.
A COPY OF THE
PROPOSED UNIT I FILL-IN CONTRACT SHALL BE PROVIDED TO PURCHASER FOR PURCHASER'S
COMMENTS WITHIN A REASONABLE TIME BEFORE IT IS TO BE FINALIZED AND IT SHALL BE
ATTACHED TO AND, SUBJECT TO ANY REQUIRED APPROVAL OF THE BANKRUPTCY COURT,
BECOME A PART OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.12(A) AND SCHEDULE
2.03(D)(II).
THE PURCHASE PRICE SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE
DIFFERENCE BETWEEN THE AMOUNT STATED IN THE UNIT 1 FILL-IN CONTRACT FOR
COMPLETION OF THE WORK DESCRIBED THEREIN AND THE UNPAID PORTION OF THAT AMOUNT
ON THE CLOSING DATE.
IF THE COMPANY DOES NOT ENTER INTO THE UNIT 1 FILL-IN
CONTRACT ON OR BEFORE THE CLOSING, THE PURCHASE PRICE SHALL BE REDUCED BY THE
ESTIMATED AMOUNT AGREED TO BY PURCHASER AND SELLER AT OR BEFORE THE CLOSING AS
THE COST FOR COMPLETION OF THE UNIT 1 FILL-IN. IN THE EVENT THE PARTIES CANNOT
AGREE ON THE ESTIMATED AMOUNT AS AFOREMENTIONED, THEN THE AMOUNT PROPOSED BY
SELLER SHALL PREVAIL FOR PURPOSES OF THE CLOSING; PROVIDED, HOWEVER, THAT
PURCHASER SHALL BE ENTITLED TO INVOKE THE DISPUTE RESOLUTION PROVISIONS
CONTAINED IN SECTION 13.10 HEREOF WITH RESPECT TO SUCH ESTIMATED AMOUNT; AND,
PROVIDED FURTHER, THAT THE PURCHASE PRICE SHALL BE REDUCED BY ONLY SUCH PORTION
OF THE REDUCTION DETERMINED PURSUANT TO THIS SECTION 2.03(D)(II) WHICH, WHEN
AGGREGATED WITH THE PURCHASE PRICE REDUCTION DETERMINED PURSUANT TO SECTIONS
2.03(D)(III) AND 2.03(E) AND SELLER'S LIABILITY UNDER SECTION 11.03(B)(III)
HEREOF, DOES NOT EXCEED THE PURCHASE PRICE.
(III)
SELLER SHALL MAKE A GOOD FAITH EFFORT TO CAUSE COMPANY TO
COMPLETE THE SWINGING BRIDGE BASIC REMEDIATION ON OR BEFORE THE CLOSING DATE.
IF THE SWINGING BRIDGE BASIC REMEDIATION IS NOT EXPECTED TO BE COMPLETED BY THE
CLOSING DATE, THE PURCHASE PRICE SHALL BE REDUCED IN ACCORDANCE WITH SECTION
2.03(E) BELOW; AND
(IV)
INTENTIONALLY OMITTED
(V)
INTENTIONALLY OMITTED
(VI)
UPON CLOSING AND THE ADJUSTMENT OF THE PURCHASE PRICE IN
ACCORDANCE WITH SECTIONS 2.03(D) AND 2.03(E), IF ANY, THE COMPANY SHALL BE
RESPONSIBLE FOR COMPLETING THE REMEDIATION IN ACCORDANCE WITH THE APPLICABLE
CONSENT ORDER, SWINGING BRIDGE REMEDIATION PLAN, AND APPLICABLE LAW AND,