Final Balance Sheet. On the Closing Date and promptly following the Closing, representatives of the Purchaser and Seller shall jointly survey, measure and calculate the coal inventory using the inventory methodology set forth on Annex I, which coal inventory calculation shall be used in determining the Proposed Net Working Capital. Within 90 days following the Closing Date, the Purchaser shall prepare and deliver to the Seller a notice (an “Adjustment Notice”), which shall include a consolidated balance sheet of the Company as of the Closing Date prepared in accordance with GAAP and the methodologies specified in Annexes I, II and III (the “Proposed Balance Sheet” and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Balance Sheet”) setting forth its calculation of (i) the Cash of the Company and its Subsidiaries as of the Closing Date (the “Proposed Cash Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Cash Amount”), (ii) the Indebtedness of the Company and its Subsidiaries as of the Closing Date that was not paid by the Purchaser pursuant to Section 2.3(c) or previously satisfied prior to the Closing (the “Proposed Indebtedness Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Indebtedness Amount”), (iii) the Closing Date Net Working Capital (the “Proposed Net Working Capital”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Net Working Capital”), and
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Sources: Stock Purchase Agreement (Vectren Corp), Stock Purchase Agreement (Vectren Corp)
Final Balance Sheet. On the Closing Date and promptly following the Closing, representatives of the Purchaser and Seller shall jointly survey, measure and calculate the coal inventory using the inventory methodology set forth on Annex I, which coal inventory calculation shall be used in determining the Proposed Net Working Capital. Within 90 days following the Closing Date, the Purchaser shall prepare and deliver to the Seller a notice (an “Adjustment Notice”), which shall include a consolidated balance sheet of the Company as of the Closing Date prepared in accordance with GAAP and the methodologies specified in Annexes I, II and III (the “Proposed Balance Sheet” and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Balance Sheet”) setting forth its calculation of (i) the Cash of the Company and its Subsidiaries as of the Closing Date (the “Proposed Cash Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Cash Amount”), (ii) the Indebtedness of the Company and its Subsidiaries as of the Closing Date that was not paid by the Purchaser pursuant to Section 2.3(c) or previously satisfied prior to the Closing (the “Proposed Indebtedness Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Indebtedness Amount”), (iii) the Closing Date Net Working Capital (the “Proposed Net Working Capital”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Net Working Capital”), and (iv) the Closing Date Net Plant Value (the “Proposed Net Plant Value”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Net Plant Value”), together with the calculations utilized in, and the supporting documentation for the preparation of the Proposed Balance Sheet, the calculation of the Proposed Net Working Capital and the calculation of the Proposed Net Plant Value. The Seller shall have a period of 60 days (the “Objection Period”) after delivery of the Adjustment Notice in which to request additional information which shall be promptly provided by the Purchaser and to provide written notice to the Purchaser of any objections to the Proposed Balance Sheet and the calculation thereof (the “Objection Notice”). The Objection Notice shall set forth in reasonable detail the item of the Adjustment Notice to which each objection relates and the basis for each such objection. If the Seller delivers an Objection Notice within the Objection Period, the Seller and the Purchaser shall attempt in good faith to resolve any dispute concerning the items subject to such Objection Notice. If the Seller and the Purchaser do not resolve any dispute arising in connection with the Proposed Balance Sheet and its constituent parts within 30 days after the date of delivery of the Objection Notice, which 30-day period may be extended by written agreement of the Purchaser and the Seller (such period, as it may be extended, the “Initial Resolution Period”), such dispute shall be resolved in accordance with the procedures set forth in Section 2.4(f). The Proposed Balance Sheet and the resulting Proposed Net Working Capital, Proposed Net Plant Value, Proposed Cash Amount and Proposed Indebtedness Amount shall be deemed to be accepted by the Seller, and shall become final and binding on the parties hereto on the earlier of (x) the expiration of the Objection Period without delivery to the Purchaser of an Objection Notice or (y) the date on which all objections provided for in a timely-delivered Objection Notice have been resolved by the parties or as provided for in Section 2.4(f).
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