PRELIMINARY SETTLEMENT STATEMENT AND SUCH SUPPORTING SCHEDULES,
ANALYSES, WORKPAPERS, AND OTHER UNDERLYING RECORDS OR DOCUMENTATION AS ARE
REASONABLY NECESSARY AND APPROPRIATE IN BUYER'S REVIEW OF THE PRELIMINARY
SETTLEMENT STATEMENT. EACH PARTY SHALL COOPERATE FULLY AND PROMPTLY WITH THE
OTHER AND THEIR RESPECTIVE REPRESENTATIVES IN SUCH EXAMINATION WITH RESPECT TO
ALL REASONABLE REQUESTS RELATED THERETO.
(D)
IF BUYER AND PFC RESOLVE A DISPUTED ITEM IN AN AMOUNT DIFFERENT
THAN PRESENTED IN THE PRELIMINARY SETTLEMENT STATEMENT, THE PRELIMINARY
SETTLEMENT STATEMENT WILL BE AMENDED ACCORDINGLY. IF BUYER AND PFC ARE NOT ABLE
TO RESOLVE A DISPUTE REGARDING AN ITEM TO WHICH BUYER OBJECTED, THE PRELIMINARY
SETTLEMENT STATEMENT WILL BE AMENDED TO DELETE THE DISPUTED PORTION IN SUCH ITEM
FROM THE PRELIMINARY SETTLEMENT STATEMENT AND TO NOTE THAT SUCH PORTION IS
DISPUTED. AT THE CLOSING BUYER SHALL PAY THE AMOUNT SET FORTH AS THE ADJUSTED
PURCHASE PRICE IN THE PRELIMINARY SETTLEMENT STATEMENT AS SO AMENDED, IF AMENDED
(THE "CLOSING PAYMENT"). THE RESOLUTION OF ANY UNPAID DISPUTED PORTION WILL
OCCUR PURSUANT TO SECTION 1.6.
(E)
AFTER THE CLOSING, THE PURCHASE PRICE SHALL BE SUBJECT TO FURTHER
ADJUSTMENT PURSUANT TO SECTION 1.6, AND NEITHER PFC'S DELIVERY OF AN ESTIMATE OF
ADJUSTMENTS PURSUANT TO THIS SECTION 1.5, THE DELIVERY OF A PRELIMINARY
OBJECTION BY BUYER PURSUANT TO THIS SECTION 1.5, THE SETTLEMENT OF A DISPUTED
ITEM AS REFLECTED IN AN AMENDED PRELIMINARY SETTLEMENT STATEMENT, NOR THE
FAILURE TO DELIVER ANY SUCH DISPUTE NOTICE SHALL BAR ANY SUCH FURTHER
ADJUSTMENTS PURSUANT TO SECTION 1.6.
1.6
FINAL SETTLEMENT STATEMENT.
(A)
ON OR BEFORE THE 90TH DAY AFTER THE CLOSING DATE, PFC SHALL PREPARE
AND DELIVER TO BUYER A STATEMENT (THE "FINAL SETTLEMENT STATEMENT") SETTING
FORTH PFC'S FINAL CALCULATION OF THE ADJUSTMENTS TO BE MADE TO THE PURCHASE
PRICE PURSUANT TO SECTION 1.4. THE FINAL SETTLEMENT STATEMENT SHALL INCLUDE A
DETAILED STATEMENT OF THE (1) FINAL STATEMENT OF CLOSING DATE WORKING CAPITAL,
ADJUSTED INTERIM EBITDA, INTERIM CAPITAL COSTS, TRANSACTION COSTS AND
EXTRAORDINARY COSTS AND (2) THE AMOUNT OF ANY TITLE DEFECTS THAT PFC AND BUYER
HAVE AGREED UNDER ARTICLE VIII SHALL BE DEDUCTED FROM THE ADJUSTED PURCHASE
PRICE THEN UNPAID BY BUYER. THE FINAL SETTLEMENT STATEMENT SHALL SHOW THE NET
AMOUNT DUE TO THE COMPANY PARTNERS, OR REPAYABLE TO BUYER BY PFC, AS APPLICABLE,
GIVING EFFECT TO THE CLOSING PAYMENT PAID BY BUYER AT THE CLOSING AND THE
ADJUSTED PURCHASE PRICE AS SHOWN IN THE FINAL SETTLEMENT STATEMENT.
(B)
BUYER MAY DISPUTE IN GOOD FAITH ANY ADJUSTMENT PROPOSED IN THE
FINAL SETTLEMENT STATEMENT, INCLUDING THE SCHEDULES THERETO (OTHER THAN AMOUNTS
WITH RESPECT TO TITLE DEFECTS, WHICH ARE DETERMINED ACCORDING TO ARTICLE VIII
AND SECTION 11.1) BY DELIVERING TO PFC, WITHIN 30 DAYS AFTER RECEIPT OF THE
FINAL SETTLEMENT STATEMENT, A WRITTEN NOTICE OF OBJECTION SPECIFICALLY REFERRING
TO THE CALCULATION COMPONENT IN ISSUE (E.G., THE SPECIFIC COMPONENTS OF THE
ADJUSTED INTERIM EBITDA CALCULATION TO WHICH BUYER OBJECTS) AND STATING THE
REASONS FOR THE OBJECTION IN REASONABLE DETAIL, AS WELL AS ANY CALCULATION BUYER
PROPOSES AS THE CORRECT CALCULATION (THE "FINAL OBJECTION