Common use of Inventory Adjustment Clause in Contracts

Inventory Adjustment. (i) On or promptly following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after the Closing Date, and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies).

Inventory Adjustment. The Purchase Price shall be adjusted, -------------------- thirty (i30) On calendar days after Closing, on a dollar-for-dollar basis pursuant to the procedures set forth below, by the amount, if any, by which the Inventory Value as of the Closing Date is greater or less than the amount stated on the Interim Balance Sheet. In the event of a Purchase Price reduction as contemplated hereby, the cash portion of the purchase price will be reduced. "Inventory Value" shall mean the lower of (x) vendor cost as last received (excluding all freight and other charges) and (y) net book value, in each case of all Inventory (excluding any non-salable or obsolete merchandise, parts or supplies) as of the Closing Date, as determined in accordance with generally accepted accounting principles. Inventory Value shall be determined pursuant to a physical inventory to be taken on or promptly following the Closing -------------------- Date, and shall be finalized within 15 business days following the Closing Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site except to the extent such fuels and Spare Parts have ordinarily been allocated that particular matters are referred to the operation or maintenance of the generation business at the Transferred Real Propertya third party for resolution as described below). Purchaser may have its representatives observe the taking of In connection with such physical inventory, all items of Inventory will be counted as to quantity, and assessed as to salability, by personnel of Seller and Buyer using the same procedures normally used by Buyer to take inventories of the type of Inventory being counted. Purchaser hereby agrees that ComEd and its employeesAny disputes as to the physical count, agentscondition, representatives and contractors shall have the right and license to enter the Facilities after the Closingsalability or obsolescence of any item of Inventory will, from time to time upon reasonable advance noticeif possible, for the purpose of conducting be resolved while such physical inventory and other purposes incidental theretois being taken. The right and license granted Any disputes regarding the foregoing not resolved by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after 15th business day following the Closing DateDate will be separately listed and settled as soon as expeditiously practicable thereafter by the parties or by another independent third party mutually acceptable to both parties, and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at will be resolved no later than the Transferred Real Property, together with 30th calendar day following the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies)Closing.

Inventory Adjustment. (i) On or promptly following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd The Seller shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly within 15 days after the Closing Date, and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, Date procure that a statement of the Inventory as existing on the Closing Date (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORYInventory Statement"), using which shall be prepared in accordance with the principles procedures and --------------- methods valuation rules set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location 3 and, to the extent such consistent with Schedule 3, applicable Norwegian accounting principles applied in the same manner as has been historically used by Seller As soon as the Inventory Statement shall have ordinarily been allocated prepared, the Seller shall send a draft copy thereof to the operation or maintenance Buyer. Unless the Buyer shall within 15days after receipt of the generation business at Inventory Statement give a notice (an "Objection Notice") to the Transferred Real PropertySeller that it objects to the Inventory Statement (identifying the reason for any objection and the amount(s) or item(s) in the Inventory Statement which is/are in dispute), together with the Buyer shall be deemed to have irrevocably approved and agreed to the Inventory Statement in the form of the draft provided by the Seller. If, within the period referred to in paragraph (iii), the Buyer shall give an Objection Notice, then the Seller and the Buyer shall use their reasonable endeavours to reach agreement upon adjustments to the draft Inventory Statement. In the event that the Seller and the Buyer fail to reach agreement within 30 days following delivery of the Objection Notice, each of the Seller or the Buyer shall be entitled to refer the matter(s) in dispute to PricewaterhouseCoopers. Such independent firm of state authorised auditors shall determine the matter(s) in dispute and their decision shall be final and binding in the absence of manifest error. The independent firm of state authorised auditors may instruct valuers, lawyers and other professional advisers to the extent that they consider necessary to assist them in reaching their determination. The costs of the independent firm of state authorised auditors (including the fees of any handling expenses associated professional advisers appointed by them as aforesaid) shall be borne by the Seller and the Buyer equally. If within the period referred to in paragraph (iii) the Buyer shall not have given an Objection Notice or, if such notice is given and the Seller and the Buyer shall subsequently agree the draft Inventory Statement or the matters in dispute are referred to an independent firm of state authorised auditors under Clause 1 (f) (v), the draft Inventory Statement as adjusted (where applicable) so as to be in accordance with the foregoing (agreement of the "OTHER INVENTORIES")Seller and the Buyer or the determination of the independent state authorised auditors, using shall be the ----------------- principles Inventory Statement for the purposes of this Agreement and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies)shall be final and binding upon the parties.

Inventory Adjustment. (i) On or promptly following prior to the Closing Date, Xxxxxxxx and -------------------- Date (unless otherwise agreed to by the parties), ComEd Purchasers shall cause jointly conduct a physical inventory count of the Inventory as of the Closing Date and the Purchasers shall make or cause to be made a calculation of the quantities Inventory value as of fuels the Closing Date in accordance with Xxxxxxxx'x actual cost paid to third party vendors, including all component parts as specified in Xxxxxxxx'x xxxx of materials for each item determined on a FIFO basis (the "Calculation"). For purposes of the Calculation, inventory acquired by Xxxxxxxx from Stella Pharmaceutical Canada (1994) Inc. pursuant to Section VI.E. shall be included in the Calculation on the basis of Xxxxxxxx'x cost thereof. Any Inventory that is obsolete (including discontinued) or that is not of a good and Spare Parts located at merchantable quality shall not be included in the Transferred Real Property Calculation. For purposes of the Calculation, (I) all "twin-pack" or at locations offsimilarly packaged items shall be treated as separate stock items and (II) all finished goods Inventory which has a shelf-site life expiration date of less than twelve months from the Closing Date, exceeds a 12-month supply, other than in the case of Dexatrim Gelcaps (as measured on the basis of sales for the 12-month period preceding the Closing Date) or otherwise fails to satisfy the representations and warranties with respect to Inventory in Section IV.A.10 shall, to the extent of such fuels and Spare Parts have ordinarily been allocated to excess or failure, be excluded from the operation or maintenance Calculation. The Purchasers shall also provide Xxxxxxxx with copies of the generation business at Calculation and all work papers associated therewith within 15 days after the Transferred Real PropertyClosing Date. Purchaser The Purchasers may not assert a claim for indemnification with respect to any Inventory that is not included in the Calculation. Xxxxxxxx shall have its representatives observe a period of 20 days in which to review the taking Calculation and the work papers associated therewith provided by the Purchasers. If Xxxxxxxx disagrees with all or any part of such physical inventory. Purchaser hereby agrees that ComEd and its employeesthe Calculation, agents, representatives and contractors Xxxxxxxx shall have the right to notify the Purchasers in writing of such disagreement and license its reasons for so disagreeing, in which case Xxxxxxxx and the Purchasers shall attempt to enter resolve the Facilities disagreement. If within 15 days after delivery of such notice by Xxxxxxxx, Xxxxxxxx and the ClosingPurchasers are unable to resolve the differences, from time if any, arising as a result of the Calculation, they or either of them shall submit a statement of all unresolved differences together with copies of the Calculation to time upon reasonable advance notice, for the purpose of conducting Xxxxxx Xxxxxxxx LLP or such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence independent accounting firm as shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after the Closing Date, and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing mutually agreed (the "OTHER INVENTORIESAccountants")) for a binding and nonappealable determination to be rendered within 30 days after such submission. All fees and expenses of the Accountants incurred in this capacity shall be billed to and shared by Xxxxxxxx and the Purchasers equally. If the Calculation reflects an Inventory value that is either less than or greater than $3,875,000, using the ----------------- principles Purchase Price will be reduced or increased dollar- for-dollar, as the case may be, by the amount of such difference, and methods set forth the Purchasers will pay the amount of any such increase to Xxxxxxxx or Xxxxxxxx will pay the amount of any such decrease to the Purchasers, in Schedule 2.6(b) (immediately available funds, within five business days after the final determination of the Inventory Valuation --------------- Methodologies)value.

Inventory Adjustment. (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) On finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or promptly otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing -------------------- Date (unless otherwise pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property parties or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd resolved pursuant to the immediately preceding sentence Section 3.2 shall be irrevocable, but shall automatically expire final and binding on the Determination Dateparties, including for purposes of determining the Closing Inventory. Promptly (b) No later than 90 days after the Closing DateDate (or if such day is not a Business Day, and in any event within sixty days thereofthe next Business Day), ComEd the Purchaser shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated deliver to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- Seller a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies).certificate executed by the

Inventory Adjustment. The Cash Purchase Price shall be -------------------- increased or decreased thirty (i30) On calendar days after Closing, on a dollar-for- dollar basis pursuant to the procedures set forth below, by the amount, if any, by which the Inventory Value as of the Closing Date is greater or less than the net book value stated on the Interim Balance Sheet. In the event of a Purchase Price reduction as contemplated hereby, Buyer shall be entitled to retain a portion of the Holdback Amount equal to such reduction as specified in, or to have the other remedies set forth in, Section 2.4.2. "Inventory Value" shall mean the lower of (x) vendor cost as last received and (y) market value, in each case of all Inventory (excluding any unusable or obsolete merchandise, parts or supplies such as parts relating to discontinued lines or excess resale merchandise), as determined in accordance with generally accepted accounting principles. Inventory Value as of the Closing Date shall be determined pursuant to a physical inventory to be taken on or promptly following the Closing -------------------- Date, and shall be finalized within 15 business days following the Closing Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site except to the extent such fuels and Spare Parts have ordinarily been allocated that particular matters are referred to the operation or maintenance of the generation business at the Transferred Real Propertya third party for resolution as described below). Purchaser may have its representatives observe the taking of In connection with such physical inventory, all items of Inventory will be counted as to quantity, and assessed as to salability, by personnel of Seller and Buyer using the same procedures normally used by Buyer to take inventories of the type of Inventory being counted. Purchaser hereby agrees that ComEd and its employeesAny disputes as to the physical count, agentscondition, representatives and contractors shall have the right and license to enter the Facilities after the Closingsalability or obsolescence of any item of Inventory will, from time to time upon reasonable advance noticeif possible, for the purpose of conducting be resolved while such physical inventory and other purposes incidental theretois being taken. The right and license granted Any disputes regarding the foregoing not resolved by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after 15th business day following the Closing DateDate will be separately listed and settled as soon as expeditiously practicable thereafter by the parties or by another independent third party mutually acceptable to both parties, and in any event within sixty days thereof, ComEd shall prepare will be resolved and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at paid out as appropriate no later than the Transferred Real Property, together with 30th calendar day following the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies)Closing.

Inventory Adjustment. (i) On or As promptly following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocableas possible, but shall automatically expire on the Determination Date. Promptly in any event within twenty (20) Business Days after the Closing Date, and Buyer will deliver to Seller a statement (the “Closing Inventory Statement”) calculating the net book value of the Inventory as of the Closing Date (the “Inventory Amount”), which shall be prepared in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together accordance with the natural gas inventory allocated to the Facilities, any coal in transit GAAP and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles policies and --------------- methods procedures as set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory Section 3.16. After delivery of the Spare Parts located at Closing Inventory Statement, Seller shall be permitted reasonable access to review Buyer’s records used to prepare the Transferred Real Property or at ComEd's central warehouse location Closing Inventory Statement. If Seller objects to the extent such have ordinarily been allocated Closing Inventory Statement, then Seller shall deliver to Buyer a statement setting forth its objections to the operation or maintenance calculation of the generation business at Inventory Amount in reasonable detail and stating Seller’s calculation of the Transferred Real Propertyamount believed by Seller in good faith to be correct. If Seller does not deliver such a statement within fifteen (15) Business Days after delivery of the Closing Inventory Statement, together the Closing Inventory Statement shall be final, binding and non-appealable by the parties hereto. Seller and Buyer shall negotiate in good faith to resolve any objections with respect to the Closing Inventory Statement and any handling expenses associated with objections thereto (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the foregoing Federal Rules of Evidence (and any applicable similar state rule)). If the "OTHER INVENTORIES")parties do not reach a final resolution within fifteen (15) Business Days after the delivery of any objection statement, using Seller and Buyer shall submit such dispute to an independent auditor. If any dispute is submitted to the ----------------- principles independent auditor, each party will furnish to the independent auditor such work papers and methods other documents and information relating to the disputed issues as the independent auditor may request and are available to that party. The independent auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Purchase Price amount to reflect such resolution. It is the intent of Buyer and Seller that the process set forth in Schedule 2.6(bthis Section 2.3(b) and the activities of the independent auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). The determination of the independent auditor shall be final, binding and non-appealable on the parties hereto. The Closing Inventory Valuation --------------- Methodologies)Statement shall be modified if necessary to reflect such determination. The fees and expenses of the independent auditor shall be allocated to Buyer and Seller equally.

Inventory Adjustment. (ia) On or promptly following Not later than thirty (30) days after the Closing -------------------- Effective Date, Seller shall prepare and deliver to Purchaser Seller’s calculation of the value of the Inventory as of the Effective Date (unless otherwise agreed to by the parties“Inventory Value”), ComEd . Seller shall cause a physical inventory to be made prepare the calculation of the quantities of fuels Inventory Value in accordance with Seller’s books and Spare Parts located at records and past practices. Seller shall also provide to Purchaser reasonable access to documents used by Seller in preparing the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance calculation of the generation business at Inventory Value. During the Transferred Real Property. thirty (30) days after the Effective Date, Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, duly authorized representatives and contractors shall have the right to conduct a physical inspection and license count of the Inventory and shall have the right to enter visit, observe, and inspect the Facilities after Inventory in order for Purchaser to verify the Closingidentity, from time count, and condition of the items included in the Inventory. If within fifteen days following delivery of the calculation of the Inventory Value (the “Adjustment Review Period”), Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to time upon reasonable advance noticeSeller’s calculation of the Inventory Value (any such notice to contain a statement of the basis of Purchaser’s objection), then Seller’s calculation of the Inventory Value shall be used in determining the Final Inventory Value. If Purchaser delivers a Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and Seller shall, during the thirty (30) days following delivery of the Dispute Notice, work together in good faith to reach agreement on the disputed items or amounts in order to agree on the calculation of the Inventory Value. If, during such thirty (30) day period, Purchaser and Seller are unable to reach agreement on the calculation of the Inventory Value, then the issues in dispute shall be submitted for resolution in accordance with the purpose terms of conducting this Agreement to RSM Global, certified public accountants (or if RSM Global is unwilling to serve in such physical inventory capacity, an independent certified public accounting firm mutually agreeable to Purchaser and Seller) (the “Accountants”). If issues in dispute are submitted to the Accountants for resolution, (i) each Party shall furnish to the Accountants such work papers and other purposes incidental thereto. The right documents and license granted by Purchaser to ComEd pursuant information relating to the immediately preceding sentence disputed issues as the Accountants may request and are available to that Party, and each Party shall be irrevocable, but shall automatically expire on afforded the Determination Date. Promptly after opportunity to present to the Closing Date, Accountants any material relating to the disputed issues and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at discuss the Transferred Real Property, together disputed issues with the natural gas inventory allocated to Accountants; (ii) the Facilities, any coal in transit and determination by the handling expenses associated with Accountants of the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods Final Inventory Value as set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) a written notice delivered to both Parties by the Accountants, shall be binding and conclusive on the Parties; and (2iii) --------------- a valuation of such physical inventory Purchaser, on the one hand, and Seller, on the other hand, shall each bear fifty percent (50%) of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance fees and expenses of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies).Accountants for such determination. “