Common use of Adjustment Calculations Clause in Contracts

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated calculation of the amount of Closing Indebtedness and Closing Expenses as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) (the “Preliminary Adjustment Calculation”) that sets forth good faith estimates of the Closing Indebtedness and Closing Expenses and the resulting adjustment calculated in accordance with Section 2.4(a) (the “Estimated Adjustment”). The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser will prepare and deliver to the Sellers its calculation (the “Closing Adjustment Calculation”) of the Closing Indebtedness and Closing Expenses as of the Effective Time and showing the recalculation, if any, of adjustments reflected on the Preliminary Adjustment Calculation, in each case calculated in accordance with Section 2.4(a). The Sellers shall have 60 days to review the Closing Adjustment Calculation. The Sellers shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection to the Closing Adjustment Calculation, which notice shall set forth the Required Sellers’ proposed Closing Adjustment Calculation (the “Adjustment Objection Notice”). If the Required Sellers timely provide an Adjustment Objection Notice, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any such dispute cannot be resolved by Purchaser and the Required Sellers within 30 days after the delivery of the Adjustment Objection Notice, the dispute shall be referred to the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on each Party, including all of the Sellers. The fees and expenses of the Accounting Firm shall be split equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firm.

Adjustment Calculations. The Closing Indebtedness Estimated Net Working Capital and Closing Expenses Date Net Working Capital will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated calculation balance sheet of the amount of Closing Indebtedness and Closing Expenses Company prepared as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations estimated balance sheet as initially delivered shall be used for purposes of this Section 2.4(b)(i2.3(b)(i)) (the “Preliminary Adjustment CalculationBalance Sheet”) that sets forth a good faith estimates estimate of the Closing Indebtedness and Date Net Working Capital (including the effect of the Pre-Closing Expenses and the resulting adjustment calculated in accordance with Section 2.4(aDistribution) (the “Estimated AdjustmentNet Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital). The If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated AdjustmentNet Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser will prepare and deliver to the Sellers its calculation the balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a statement (the “Closing Adjustment CalculationDate Balance Sheet”) that sets forth the Closing Date Net Working Capital, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Indebtedness and Closing Expenses as of the Effective Time Date Net Working Capital), and showing the recalculation, if any, of adjustments reflected on the Preliminary Adjustment Calculation, in each case calculated in accordance with Section 2.4(a)Balance Sheet. The Sellers shall have 60 days to review the Closing Adjustment CalculationDate Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Adjustment CalculationDate Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation Date Balance Sheet the Required Sellers notify Purchaser in writing of the Required Sellers’ objection to the Closing Adjustment CalculationDate Balance Sheet, which notice shall set forth the Required Sellers’ proposed Closing Adjustment Calculation Date Balance Sheet (the “Adjustment Objection Notice”). If the Required Sellers timely provide an Adjustment Objection Notice, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any such dispute cannot be resolved by Purchaser and the Required Sellers within 30 days after the delivery of the Adjustment Objection Notice, the dispute shall be referred to the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of the Closing Adjustment Calculation Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation Date Balance Sheet and Purchaser’s determination of the Closing Adjustment CalculationDate Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on each Party, including all of the Sellers. The fees and expenses of the Accounting Firm shall be split equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b2.3(b) for resolving disputes with respect to the Closing Adjustment Calculation Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firm.

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated calculation Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Cash Portion of the amount of Closing Indebtedness and Closing Expenses as Base Purchase Price on the basis of the Effective Timethen most recently available financial statements of the Publications, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between balance sheet for the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) Publications (the “Preliminary Adjustment CalculationBalance Sheet”) that sets forth good faith estimates of the Closing Indebtedness and Closing Expenses and the resulting adjustment calculated prepared by Sellers in accordance with Section 2.4(aSellers Accounting Practices. Within ninety (90) (the “Estimated Adjustment”). The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser Sellers will prepare and deliver to an adjusted balance sheet for the Sellers its calculation Publications (the “Closing Adjustment CalculationDate Balance Sheet”) of the Closing Indebtedness and Closing Expenses as of the Effective Time close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Adjustment CalculationBalance Sheet, in each case calculated in accordance along with Section 2.4(a)back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and Buyer’s confirmation of the calculations thereof. The Sellers shall have 60 days and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within one-hundred fifty (150) days after the Closing Date, final adjustments pursuant to this Section 1.6 and any required refund or payment shall be made on the basis of the Closing Date Balance Sheet (the “Adjustment CalculationPayment Date”), provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below. The If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection agree to the Closing Adjustment Calculation, which notice shall set forth Date Balance Sheet and to have waived all further right to dispute the Required Sellers’ proposed Closing Adjustment Calculation (information contained therein and its use in applying the “Adjustment Objection Notice”)provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Required Sellers timely provide an Adjustment Objection NoticeClosing Date Balance Sheet within the forty-five (45) day period of receiving the Closing Date Balance Sheet, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 thirty (30) days after the delivery of the Adjustment Objection Noticethereafter, the such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by any of the Accounting Firmparties herein for the two (2) years preceding the Closing Date. The Required SellersIf Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, on the one hand, then Buyer and Purchaser, on the other hand, Sellers shall each select an independent public accounting firm which firms shall submit its select and engage an independent public accounting firm to perform and prepare a written determination of the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in adjustments or dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firmparties. The determination of the Accounting Firm such independent accounting firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within ten (10) days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, by Xxxxxx Publishing and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting FirmBuyer.

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated calculation Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Cash Portion of the amount of Closing Indebtedness and Closing Expenses as Base Purchase Price on the basis of the Effective Timethen most recently available financial statements of the Publications, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between balance sheet for the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) Publications (the “Preliminary Adjustment CalculationBalance Sheet”) that sets forth good faith estimates of the Closing Indebtedness and Closing Expenses and the resulting adjustment calculated prepared by Sellers in accordance with Section 2.4(aSellers Accounting Practices. Within ninety (90) (the “Estimated Adjustment”). The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser Sellers will prepare and deliver to an adjusted balance sheet for the Sellers its calculation Publications (the “Closing Adjustment CalculationDate Balance Sheet”) of the Closing Indebtedness and Closing Expenses as of the Effective Time close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Adjustment CalculationBalance Sheet, in each case calculated in accordance along with Section 2.4(a)back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and Buyer’s confirmation of the calculations thereof. The Sellers shall have 60 days and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within one-hundred fifty (150) days after the Closing Date, final adjustments pursuant to this Section 1.6 and any required refund or payment shall be made on the basis of the Closing Date Balance Sheet (the “Adjustment CalculationPayment Date”), provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below. The If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection agree to the Closing Adjustment Calculation, which notice shall set forth Date Balance Sheet and to have waived all further right to dispute the Required Sellers’ proposed Closing Adjustment Calculation (information contained therein and its use in applying the “Adjustment Objection Notice”)provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Required Sellers timely provide an Adjustment Objection NoticeClosing Date Balance Sheet within the forty-five (45) day period of receiving the Closing Date Balance Sheet, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 thirty (30) days after the delivery of the Adjustment Objection Noticethereafter, the such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by any of the Accounting Firmparties herein for the two (2) years preceding the Closing Date. The Required SellersIf Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, on the one hand, then Buyer and Purchaser, on the other hand, Sellers shall each select an independent public accounting firm which firms shall submit its select and engage an independent public accounting firm to perform and prepare a written determination of the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in adjustments or dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firmparties. The determination of the Accounting Firm such independent accounting firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within ten (10) days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, by Mxxxxx Publishing and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting FirmBuyer.

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated calculation Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis of the amount of Closing Indebtedness and Closing Expenses as then most recently available financial statements of the Effective TimeNewspaper, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between balance sheet for the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) Newspaper (the “Preliminary Adjustment CalculationBalance Sheet”) that sets forth good faith estimates prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper (the “Closing Date Balance Sheet”) as of the close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation of adjustments reflected on the Preliminary Balance Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Indebtedness and Closing Expenses Date Balance Sheet and the resulting adjustment calculated in accordance calculation thereof. Sellers and their accountants will provide Buyer’s accountants with Section 2.4(a) (reasonable access to the “Estimated Adjustment”)books, records and working papers of Sellers necessary to review such calculations. The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser will prepare final adjustments pursuant to this Section 1.6 and deliver to any required refund or payment shall be made on the Sellers its calculation basis of the Closing Date Balance Sheet (the “Closing Adjustment Calculation”) Payment Date,” provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below). If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within 75 days of receiving the Closing Indebtedness and Closing Expenses as of Date Balance Sheet that Buyer disputes the Effective Time and showing the recalculationinformation contained therein, if any, of adjustments reflected on the Preliminary Adjustment Calculation, in each case calculated in accordance with Section 2.4(a). The Sellers shall have 60 days to review the Closing Adjustment Calculation. The Sellers then Buyer shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection agree to the Closing Adjustment Calculation, which notice shall set forth Date Balance Sheet and to have waived all further right to dispute the Required Sellers’ proposed Closing Adjustment Calculation (information contained therein and its use in applying the “Adjustment Objection Notice”)provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Required Sellers timely provide an Adjustment Objection NoticeClosing Date Balance Sheet within 75 days of receiving it, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 days after the delivery of the Adjustment Objection Noticethereafter, the dispute it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of two years preceding the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting FirmDate. The determination of the Accounting Firm such firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firmby each party.

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated calculation Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis of the amount of Closing Indebtedness and Closing Expenses as then most recently available financial statements of the Effective TimeNewspaper, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between balance sheet for the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) Newspaper (the “Preliminary Adjustment CalculationBalance Sheet”) that sets forth good faith estimates prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper (the “Closing Date Balance Sheet”) as of the close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation of adjustments reflected on the Preliminary Balance Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Indebtedness and Closing Expenses Date Balance Sheet and the resulting adjustment calculated in accordance calculation thereof. Sellers and their accountants will provide Buyer’s accountants with Section 2.4(a) (reasonable access to the “Estimated Adjustment”)books, records and working papers of Sellers necessary to review such calculations. The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser will prepare final adjustments pursuant to this Section 1.6 and deliver to any required refund or payment shall be made on the Sellers its calculation basis of the Closing Date Balance Sheet (the “Closing Adjustment Calculation”) Payment Date,” provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below). If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within 30 days of receiving the Closing Indebtedness and Closing Expenses as of Date Balance Sheet that Buyer disputes the Effective Time and showing the recalculationinformation contained therein, if any, of adjustments reflected on the Preliminary Adjustment Calculation, in each case calculated in accordance with Section 2.4(a). The Sellers shall have 60 days to review the Closing Adjustment Calculation. The Sellers then Buyer shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection agree to the Closing Adjustment Calculation, which notice shall set forth Date Balance Sheet and to have waived all further right to dispute the Required Sellers’ proposed Closing Adjustment Calculation (information contained therein and its use in applying the “Adjustment Objection Notice”)provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Required Sellers timely provide an Adjustment Objection NoticeClosing Date Balance Sheet within 30 days of receiving it, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 days after the delivery of the Adjustment Objection Noticethereafter, the dispute it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of two years preceding the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting FirmDate. The determination of the Accounting Firm such firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firmby each party.

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated calculation Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis of the amount of Closing Indebtedness and Closing Expenses as then most recently available financial statements of the Effective TimeNewspapers, which shall be reflected on a preliminary statement consented to by Purchaser balance sheet for each Newspaper (which consent shall not be unreasonably withheldeach a “Preliminary Balance Sheet” and together, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) (the “Preliminary Adjustment CalculationBalance Sheets”) that sets forth good faith estimates prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for each Newspaper (each a “Closing Date Balance Sheet” and together, the “Closing Date Balance Sheets”) as of the close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation of adjustments reflected on the Preliminary Balance Sheets, along with back-up materials necessary for Buyer’s understanding of the Closing Indebtedness and Closing Expenses Date Balance Sheets and the resulting adjustment calculated in accordance calculation thereof. Sellers and their accountants will provide Buyer’s accountants with Section 2.4(a) (reasonable access to the “Estimated Adjustment”)books, records and working papers of Sellers necessary to review such calculations. The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser will prepare final adjustments pursuant to this Section 1.6 and deliver to any required refund or payment shall be made on the Sellers its calculation basis of the Closing Date Balance Sheets (the “Closing Adjustment Calculation”) Payment Date,” provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below). If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within 30 days of receiving the Closing Indebtedness and Closing Expenses as of Date Balance Sheets that Buyer disputes the Effective Time and showing the recalculationinformation contained therein, if anythen, of adjustments reflected on the Preliminary Adjustment Calculation, in each case calculated in accordance with Section 2.4(a). The Sellers shall have 60 days to review the Closing Adjustment Calculation. The Sellers Buyer shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection agree to the Closing Adjustment Calculation, which notice shall set forth Date Balance Sheets and to have waived all further right to dispute the Required Sellers’ proposed Closing Adjustment Calculation (information contained therein and its use in applying the “Adjustment Objection Notice”)provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Required Sellers timely provide an Adjustment Objection NoticeClosing Date Balance Sheets within 30 days of receiving it, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 days after the delivery of the Adjustment Objection Noticethereafter, the dispute it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of two years preceding the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting FirmDate. The determination of the Accounting Firm such firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firmby each party.

Adjustment Calculations. The Closing Indebtedness and Closing Expenses will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated calculation Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Purchase Price on the basis of the amount of Closing Indebtedness and Closing Expenses as then most recently available financial statements of the Effective TimePublications, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between balance sheet for the Sellers and Purchaser can be reached after good faith negotiations during such period, the calculations as initially delivered shall be used for purposes of this Section 2.4(b)(i)) Publications (the “Preliminary Adjustment CalculationBalance Sheet”) that sets forth good faith estimates of the Closing Indebtedness and Closing Expenses and the resulting adjustment calculated prepared by Sellers in accordance with Section 2.4(a05799 Asset Purchase AgreementMorris Publishing Group 11 Sellers Accounting Practices. Within ninety (90) (the “Estimated Adjustment”). The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by the Estimated Adjustment. (ii) Within 120 days after the Closing Date, Purchaser Sellers will prepare and deliver to an adjusted balance sheet for the Sellers its calculation Publications (the “Closing Adjustment CalculationDate Balance Sheet”) of the Closing Indebtedness and Closing Expenses as of the Effective Time close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Adjustment CalculationBalance Sheet, in each case calculated in accordance along with Section 2.4(a)back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and Buyer’s confirmation of the calculations thereof. The Sellers shall have 60 days and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within one-hundred fifty (150) days after the Closing Date, final adjustments pursuant to this Section 1.6 and any required refund or payment shall be made on the basis of the Closing Date Balance Sheet (the “Adjustment CalculationPayment Date”), provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below. The If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection agree to the Closing Adjustment Calculation, which notice shall set forth Date Balance Sheet and to have waived all further right to dispute the Required Sellers’ proposed Closing Adjustment Calculation (information contained therein and its use in applying the “Adjustment Objection Notice”)provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Required Sellers timely provide an Adjustment Objection NoticeClosing Date Balance Sheet within the forty-five (45) day period of receiving the Closing Date Balance Sheet, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 thirty (30) days after the delivery of the Adjustment Objection Noticethereafter, the such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by any of the Accounting Firmparties herein for the two (2) years preceding the Closing Date. The Required SellersIf Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, on the one hand, then Buyer and Purchaser, on the other hand, Sellers shall each select an independent public accounting firm which firms shall submit its select and engage an independent public accounting firm to perform and prepare a written determination of the Closing Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in adjustments or dispute within the range of the difference between the Required Sellers’ determination of the Closing Adjustment Calculation and Purchaser’s determination of the Closing Adjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firmparties. The determination of the Accounting Firm such independent accounting firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith 05799 Asset Purchase AgreementMorris Publishing Group 12 shall be made in immediately available funds within ten (10) days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, by Xxxxxx Publishing and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.4(b) for resolving disputes with respect to the Closing Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting FirmBuyer.