Common use of Net Book Value; Preliminary Purchase Price Clause in Contracts

Net Book Value; Preliminary Purchase Price. (a) Not later than April 30, 2007, Seller shall provide Buyer with Seller's determination of the Net Book Value of each Generating Facility, the Related Assets and the Additional Assets as of December 31, 2006 based on Seller's audited financial statements as of such date (the "Reference Net Book Value"), together with the working papers of Seller and Seller's independent public accountants relating to the Reference Net Book Value. Seller will also make its representatives and independent public accountants reasonably available from time to time during normal business hours to address questions with respect thereto raised by Buyer and Buyer's representatives. (b) The purchase price for the Purchased Assets ("Purchase Price") shall be 1.25 times the Net Book Value of the Purchased Assets (other than the Related Assets for which the Purchase Price shall equal to the Net Book Value of thereof) on the Closing Date. Not less than thirty (30) Business Days prior to the Closing Date, Seller will cause to be delivered to Buyer a good faith estimate of the Net Book Value of the Purchased Assets on the Closing Date determined in accordance with GAAP and in a manner consistent with the determination of the Reference Net Book Value (the "Estimated Net Book Value") and a statement showing the determination thereof, together with the working papers of Seller (and of Seller's independent accountants, if any such accountants were engaged by Seller to assist in such determination) relating to the Estimated Net Book Value. Not less than fifteen (15) Business Days prior to the Closing Date, Buyer may notify Seller in writing (the "Closing Objection") that it objects to Seller's determination of the Estimated Net Book Value. Any Closing Objection shall specify in reasonable detail the basis for Buyer's objections. If Buyer so notifies Seller of a Closing Objection, Seller and Buyer shall, during the fifteen (15) Business Day period following Seller's receipt of the Closing Objection, attempt in good faith to resolve the items set forth in the Closing Objection. If the parties resolve the items in the Closing Objection, the Closing Payment Amount shall be 1.25 times such amount of the Estimated Net Book Value agreed upon by the parties with respect to the Purchased Assets (other than with respect to the Related Assets for which the Closing Payment Amount shall be equal to such amount). If the parties are unable to resolve Buyer's objections, the Closing Payment Amount shall be 1.20 times the Reference Net Book Value of all the Purchased Assets (other than with respect to the Related Assets for which the Closing Payment Amount shall be .95 times the Reference Net Book Value). If Seller does not receive a Closing Objection within the applicable fifteen (15) Business Day period, the Closing Payment Amount shall be 1.25 times the Estimated Net Book Value with respect to the Purchased Assets (other than with respect to the Related Assets for which the Closing Payment Amount shall be the Estimated Net Book Value).

Net Book Value; Preliminary Purchase Price. (a) Not later than April 30, 20072006, Seller shall provide Buyer with Seller's determination of the Net Book Value of each Generating Facility, the Related Assets Facility and the Additional Assets as of December 31, 2006 2005 based on Seller's audited financial statements as of such date (the "Reference Net Book Value"), together with the working papers of Seller and Seller's independent public accountants relating to the Reference Net Book Value. Seller will also make its representatives and independent public accountants reasonably available from time to time during normal business hours to address questions with respect thereto raised by Buyer and Buyer's representatives. (b) The purchase price for the Purchased Assets ("Purchase Price") shall be 1.25 times the Net Book Value of the Purchased Assets (other than the Related Assets for which the Purchase Price shall equal to the Net Book Value of thereof) on the Closing Date. Not less than thirty (30) Business Days prior to the Closing Date, Seller will cause to be delivered to Buyer a good faith estimate of the Net Book Value of the Purchased Assets on the Closing Date determined in accordance with GAAP and in a manner consistent with the determination of the Reference Net Book Value (the "Estimated Net Book Value") and a statement showing the determination thereof, together with the working papers of Seller (and of Seller's independent accountants, if any such accountants were engaged by Seller to assist in such determination) relating to the Estimated Net Book Value. Not less than fifteen (15) Business Days prior to the Closing Date, Buyer may notify Seller in writing (the "Closing Objection") that it objects to Seller's determination of the Estimated Net Book Value. Any Closing Objection shall specify in reasonable detail the basis for Buyer's objections. If Buyer so notifies Seller of a Closing Objection, Seller and Buyer shall, during the fifteen (15) Business Day period following Seller's receipt of the Closing Objection, attempt in good faith to resolve the items set forth in the Closing Objection. If the parties resolve the items in the Closing Objection, the Closing Payment Amount shall be 1.25 times such amount of the Estimated Net Book Value agreed upon by the parties with respect to the Purchased Assets (other than with respect to the Related Assets for which shall be the Closing Payment Amount shall be equal to such amount)Amount. If the parties are unable to resolve Buyer's objections, the Closing Payment Amount shall be 1.20 times the Reference Net Book Value 95% of all the Purchased Assets (other than with respect to the Related Assets for which the Closing Payment Amount shall be .95 times the Reference Net Book Value). If Seller does not receive a Closing Objection within the applicable fifteen (15) Business Day period, the Closing Payment Amount shall be 1.25 times the Estimated Net Book Value with respect to the Purchased Assets (other than with respect to the Related Assets for which the Closing Payment Amount shall be the Estimated Net Book Value).