Common use of Adjustment of Purchase Price Clause in Contracts

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows: (a) On In case the Company shall (i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before 12:00 noongiving effect to such division, Eastern timesubdivision, on reduction, combination, consolidation or stock dividend and of which the thirtieth denominator shall be the number of shares of Common Stock after giving effect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (30tha) calendar day following shall become effective retroactively to the Closing Date, Seller shall deliver to Purchaser Effective Date immediately after the Final Closing Statement record date in the case of a dividend and shall make available become effective immediately after the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth effective date in the Final Closing Statementcase of a subdivision, reduction, consolidation, combination or reclassification. (b) The determination of In case the Adjusted Payment Amount Company shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing issue rights or options to all or substantially all holders of its disagreement with any amount included therein Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or omitted therefrompurchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a nationally recognized fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options. (c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) If the Common Stock issuable upon the conversion of the Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 6), then, and in each such event, the Optionee shall have the right thereafter to convert such Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification or other change by the holders of the number of shares of Common Stock into which such Option might have been converted, as reasonably determined by the Committee, immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Committee so that the Optionee shall thereafter be entitled to receive upon conversion of such Option, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. (f) The adjustments provided for in this Section 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions of this Section; provided that, notwithstanding any other provision of this Section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then in effect; provided, however, that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution. (h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Optionee at the Optionee's address as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of such Optionee's Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (i) In the event of any question arising with respect to the adjustments provided for in Section 6, such question shall be conclusively determined by an opinion of independent accounting firm selected certified public accountants appointed by mutual agreement between Seller the Company (who may be the auditors of the Company) and Purchaseracceptable to the Optionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be final binding upon the Company and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserOptionee. (cj) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orThe Company may, in its sole discretion and without any obligation to do so, reduce the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount Purchase Price then in U.S. dollars equal effect by giving fifteen days' written notice to the amount of Optionee. The Company may limit such excess, plus interest on such excess amount from the Closing Date reduction as to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount its temporal duration or may impose other conditions thereto in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentits sole discretion.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser its portion of the Final Combined Closing Statement Statement, in a form and substance reasonably satisfactory to Purchaser, and shall make available to Purchaser and its accountants and attorneys the work papers, schedules and other supporting data used by Seller to calculate and prepare its portion of the Final Combined Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementtherein. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Combined Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment. All other provisions of this Agreement notwithstanding, such payments due under Section 3.3(c) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Final Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange shall be made as applicable by one party to the other.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not less than five (30th5) calendar day following Business Days prior to the Closing Date, Seller the Sellers shall prepare, or cause to be prepared, and will deliver to Purchaser the Final Buyer (1) an estimated closing statement of the Business as of the Closing Statement Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and shall make available in the work papersname of the Sellers), schedules which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and other supporting data used by Seller Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to calculate and prepare the Final fiscal month in which the Closing Statement to enable Purchaser to verify occurs determined consistent with the amounts Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Final Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (b) The determination Sellers hereby agree to conduct a physical inventory count on the Closing Date for the purpose of preparing the Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Closing Financial Information and the Preliminary Amounts Schedule. The Preliminary Amounts Schedule will be based on, and consistent with, the Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Closing Financial Information and the Preliminary Amounts Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the Adjusted Payment businesses or operations of the Buyer or any of its Affiliates and (ii) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (c) The Buyer shall have one hundred twenty (120) days following receipt of the Preliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Preliminary Amounts Schedule, which notice shall set forth in reasonable detail the basis for such dispute (a “Notice of Dispute”); provided, that the Notice of Dispute may not contain any disputes with respect to the calculation of the portion of the Residual Transferred Assets Amount attributable to the failure of the Buyer to locate or determine the existence of any Subject Equipment, it being understood that all disputes with respect to such matters will be governed by Section 2.10. Upon reasonable prior written notice, the Sellers shall provide the Buyer and its Representatives with reasonable access, during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer and its Representatives in order to verify the information contained in the Closing Financial Information and the Preliminary Amounts Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the businesses or operations of the Sellers or their Affiliates and (ii) the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (d) If the Buyer does not provide the Sellers with a Notice of Dispute within such one hundred twenty (120) day period, the Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be the Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (e) If the Buyer provides the Sellers with a Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 2.07(f). (f) If the Buyer and the Sellers are unable to resolve any dispute regarding the Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved by a mutually agreed upon accounting firm that, unless otherwise mutually agreed by the parties, is independent of the Buyer and each Seller (meaning a firm of certified public accountants that has not provided services to any of the parties hereto or their Affiliates during the immediately preceding five (5) years) (such accounting firm, the “Arbitrator”). Such resolution shall be final and binding on the parties hereto on hereto, and the thirtieth (30th) calendar day after receipt by Purchaser Final Amounts Schedule shall be prepared in accordance with the resolution of the Final Closing Statement, unless Purchaser Arbitrator. The Buyer and the Sellers shall notify Seller submit to the Arbitrator for review and resolution all matters (but only such matters) that are set forth in writing the Notice of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items Dispute that remain in dispute (in determining the Net Working Capital Amount, the Other Third-Party Brand Amount, the DP Amount, the Residual Transferred Assets Amount, the Other Assets and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserLiabilities Amount, the Retained Assets Amount or the Retained Liabilities Amount, as the case may be, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementArbitrator shall, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, except in the case of manifest error, (A) not assign a disputevalue to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, and (B) make its determination based on written submissions by the Buyer and the Sellers which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Arbitrator shall use commercially reasonable efforts to complete its work within forty-five (45) days following its engagement. The fees, costs and expenses of the Arbitrator (i) shall be borne by the Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are resolved against the Buyer (as finally determined by the Arbitrator) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are resolved against the Sellers (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. (g) Within five (5) Business Days following the determination of the Final Amounts Schedule in accordance with this Section 2.07: (i) to the extent that there is a Closing Amounts Deficit on the Final Amounts Schedule, the Sellers shall pay to the Buyer in cash an aggregate amount equal to the Closing Amounts Deficit by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to the Closing Amounts Deficit; (ii) to the extent that there is a Closing Amounts Surplus on the Final Amounts Schedule, the Buyer shall pay to the Sellers in cash an aggregate amount equal to the Closing Amounts Surplus by wire transfer of immediately available funds to an account designated by the Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to the Closing Amounts Surplus; and (iii) any payment made pursuant to this Section 2.07(g) shall include an additional amount of interest on the amount so remitted at a rate per annum equal to the Six-Month Treasury Rate, which additional amount of interest shall accrue from and after the first calendar day after the Closing Date until the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon Pittsfield time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon Pittsfield time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonprior to March 28, Eastern time2014, the Company shall provide Parent with a statement setting forth the calculation of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, prepared in good faith (the “2013 EBITDA Statement”), which shall reflect the same 2013 Adjusted EBITDA included in the Operating Subsidiary’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 28, 2013 (without giving effect to the Maximum Adjustment Amount). Not less than five (5) Business Days following the receipt of the 2013 EBITDA Statement, Parent shall notify the Company in writing in the event that it disputes any aspect of the 2013 EBITDA Statement, which note shall include reasonable detail about such disputes (it being understood and agreed by Parent that any disputes must be limited to disputes relating to whether 2013 Adjusted EBITDA has been properly calculated in accordance with the definitions and procedures set forth in this Agreement and the Exhibits hereto, and may not include any disputes relating to proposed changes or modifications to such definitions or procedures). During such five (5) Business Day period, the Company and its accountants will provide Parent and its accountants with reasonable access to such individuals and such information, books, records and work papers as may be reasonably required by Parent in order to reasonably verify such calculations; provided, however, that external accountants shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent and/or Parent’s accountants, as applicable, has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If Parent does not provide such notice of dispute within such five (5) Business Day period, the amount set forth on the 2013 EBITDA Statement shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If Parent provides such notice of dispute within such five (5) Business Day period, the Company and Parent shall promptly negotiate in good faith to expeditiously resolve any such dispute. The amount so agreed following such negotiations shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If the Company and Parent are unable to resolve any differences that they may have with respect to the 2013 EBITDA Statement within five (5) Business Days, the Company and Parent shall submit all matters that remain in dispute with respect to the 2013 EBITDA Statement (along with a copy of the 2013 EBITDA Statement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, such other independent certified public accountant reasonably mutually acceptable to Parent and the Company (in any such case, the “Independent Accountant”). The Independent Accountant, acting as an expert and not an arbitrator, shall be jointly instructed by Parent and the Company to, within fifteen (15) Business Days after such Person’s selection, make a final determination, binding on the parties to this Agreement and the holders of Common Stock, of the appropriate calculation of 2013 Adjusted EBITDA as to which Parent and the Company disagree. With respect to each disputed calculation, such determination, if not in accordance with the position of either Parent, on the thirtieth (30th) calendar day following one hand, or the Closing DateCompany, Seller on the other hand, shall deliver not be in excess of the higher, nor less than the lower, of the calculation advocated by the Company and Parent with respect to Purchaser such disputed line item. The Independent Accountant’s determination shall be made in accordance with the Final Closing definition in this Agreement of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, as applicable. If after the delivery of the 2013 EBITDA Statement but prior to the Closing, there shall be a change in any component of the 0000 XXXXXX Xxxxxxxxx, the Company shall update the 2013 EBITDA Statement accordingly to reflect such change, and Parent shall make available be given an equivalent opportunity to dispute any such updated portion of the work papers, schedules and other supporting data used by Seller 0000 XXXXXX Xxxxxxxxx as applied with respect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementoriginal delivery of such statement. (b) The determination cost of the Adjusted Payment Amount Independent Accountant’s review and determination shall be final and binding shared equally by Parent on the parties hereto one hand and the Company on the thirtieth (30th) calendar day after receipt other hand. During the review by Purchaser of the Final Closing StatementIndependent Accountant, unless Purchaser shall notify Seller in writing of the Company and its disagreement accountants will make available to the Independent Accountant interviews with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserindividuals, and such determination information, books, records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.10(c); provided, however, that the external accountants shall not be final and binding. Such accounting firm shall be instructed obliged to resolve the disputed items within ten (10) Business Days of engagement, make any work papers available to the extent Independent Accountant except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accountant has signed a customary agreement relating to such access to work papers in form and substance reasonably practicableacceptable to such accountants. The fees In acting under this Agreement, the Independent Accountant will be entitled to the privileges and immunities of any such accounting firm shall be divided equally between Seller and Purchaseran arbitrator. (c) On or before 12:00 noonThe Company shall, Eastern timeduring the Interim Period, on engage Xxxxxx to calculate the fifth (5th) Business Day after Underfunded Amount as of the Adjusted Payment Amount shall have become final and binding or, in the case last day of a dispute, each quarter following the date hereof, beginning with the quarter ending December 28, 2013, with such calculation to be performed in accordance with their customary terms and procedures prior to the date hereof and to be completed no later than the 18th day following the last day of such applicable quarter and promptly delivered in writing to Parent with a copy of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required calculation prepared by Section 3.4 shall be made contemporaneously with the foregoing paymentXxxxxx.

Adjustment of Purchase Price. The Purchase Price in effect at any date ---------------------------- shall be subject to adjustment from time to time as follows: (a) On If and whenever at any time during the term hereof, the Corporation shall complete a Share Reorganization, the Purchase Price shall be adjusted effective immediately after the effective date or before 12:00 noonrecord date, Eastern timeas the case may be, on which the thirtieth (30th) calendar day following holders of Common Shares are determined for the Closing Datepurpose of the Share Reorganization by multiplying the Purchase Price in effect immediately prior to such effective date or record date by a fraction, Seller the numerator of which shall deliver be the number of Common Shares outstanding on such effective date or record date before giving effect to Purchaser such Share Reorganization and the Final Closing Statement and denominator of which shall make available be the work papers, schedules and other supporting data used by Seller number of Common Shares outstanding immediately after giving effect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementsuch Share Reorganization. (b) The determination If and whenever at any time during the term hereof, the Corporation shall fix a record date for a Rights Offering, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number determined by dividing the aggregate price of the Adjusted Payment Amount total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, by such Weighted Average Price per Common Share, and of which the denominator shall be final and binding the total number of Common Shares outstanding on such record date plus the parties hereto on total number of additional Common Shares offered for subscription or purchase (or into which the thirtieth (30th) calendar day after receipt convertible securities so offered are convertible or exchangeable). If by Purchaser the terms of the Final Closing Statementrights, unless Purchaser shall notify Seller options or warrants referred to in writing of its disagreement with any amount included therein this Section 4.2(b), there is more than one purchase, conversion or omitted therefromexchange price per Common Share, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days aggregate price of the receipt by Seller total number of notice additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of such disagreementthe convertible securities so offered, such items in dispute (and only such items) shall be determined calculated for purposes of the exchange price per Common Share, as the case may be. To the extent that any adjustment in Purchase Price occurs pursuant to this Section 4.2(b) as a result of the fixing by the Corporation of a nationally recognized independent accounting firm selected by mutual agreement between Seller record date for the distribution of rights, options or warrants referred to in this Section 4.2(b), the Purchase Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Purchase Price which would then be in effect based upon the number of Common Shares actually issued and Purchaserremaining issuable after such expiration, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees further readjusted in such manner upon expiration of any further such accounting firm shall be divided equally between Seller and Purchaserright. (c) On If and whenever at any time during the term hereof the Corporation shall fix a record date for the issue or before 12:00 noondistribution to the holders of all or substantially all the outstanding Common Shares of: (i) securities of the Corporation including rights, Eastern timeoptions or warrants to acquire shares or securities convertible into or exchangeable for shares or property or assets and including evidences of its indebtedness; or (ii) any property or other assets; and if such issuance or distribution is not by way of a Share Reorganization or an issuance of rights, on the fifth (5thoptions or warrants referred to in Section 4.2(b) Business Day after the Adjusted Payment Amount shall have become final and binding orthen, in the case of a disputeeach such case, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such date by a fraction, of which the numerator shall be the product of the resolution number of Common Shares outstanding on such record date and the Weighted Average Price on such record date, less the aggregate fair market value (as determined by the directors which determination shall be conclusive) of such securities, property or other assets so issued or distributed, and of which the denominator shall be the product of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount number of such excess, plus interest Common Shares outstanding on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of record date and such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentWeighted Average Price.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, in a form and substance reasonably satisfactory to Purchaser, and shall make available to Purchaser and its accountants and attorneys the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total dollar of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (ai) On or before 12:00 noonAt the Closing, Eastern timeInConcert shall deliver to Buyer a balance sheet of the InConcert Business as of the Closing Date (the "Closing Balance Sheet"). Using the Closing Balance Sheet and the Balance Sheet (as defined in Section 2.4), on InConcert shall prepare and deliver to Buyer within two weeks ----------- after the thirtieth (30th) calendar day following Closing Date a calculation of any change in net assets of the InConcert Business from the date of Balance Sheet to the Closing Date. The Closing Balance Sheet and the calculation of any change in net assets shall be prepared using generally accepted accounting principles ("GAAP") consistently applied. If the net assets of InConcert as of the Closing Date shall not exceed the amount of liabilities reflected on the Balance Sheet by at least $600,000 (a "Shortfall"), Seller the Purchase Price shall be reduced by the amount of such Shortfall (a "Purchase Price Reduction"). (ii) If Buyer objects to InConcert's calculation of any Shortfall, then, within two weeks after the delivery to Buyer of such calculation, Buyer shall deliver to Purchaser InConcert a written notice describing in reasonable detail Buyer's objections to InConcert's calculation (an "Objection Notice"). If Buyer shall not have delivered an Objection Notice to InConcert within such two week period, or if Buyer earlier informs InConcert that it accepts InConcert's calculation of any Shortfall, then InConcert's calculation shall be binding and conclusive on Buyer. If Buyer delivers an Objection Notice to InConcert, and if Buyer and InConcert are unable to agree upon the Final Closing Statement and calculation of the Shortfall, within thirty (30) days after an Objection Notice is delivered to InConcert, the dispute shall make available the work papers, schedules and other supporting data used be finally settled by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) a mutually acceptable independent accounting firm. The determination by the independent accounting firm of the Adjusted Payment Amount Shortfall shall be final conclusive and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser hereto. Buyer and InConcert shall each bear and pay one-half of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice fees and other expenses of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserfirm. (ciii) On or before 12:00 noon, Eastern time, on the fifth Within three (5th3) Business Day business days after the Adjusted Payment Amount final determination of any Shortfall in accordance with Section 1.2(b)(ii), InConcert ------------------ shall have become final deliver to Buyer any Purchase Price Reduction by wire transfer in accordance with Buyer's instructions. (iv) If, subsequent to the Closing Date, Buyer shall collect amounts due under the Software License and binding orMaintenance and Support Agreement dated March 31, 1999 between InConcert and UUNet Tech., Inc. (the "UUNet Amount") in accordance with the case terms and conditions of a disputesuch agreement, Buyer shall remit the date lesser of the resolution of Shortfall or the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment UUNet Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than one hundred twenty (30th120) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Member Representative a statement (the “Preliminary Working Capital Schedule”), which sets forth the Purchaser’s calculation of (i) the Net Working Capital, (ii) the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (iii) Closing Statement Date Cash, (iv) Closing Date Indebtedness, (v) the aggregate amount of the Transaction Expenses, and shall make available (iv) the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementAdjustment Amount. (b) The determination Member Representative shall have sixty (60) days following receipt of the Adjusted Payment Amount Preliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. (c) If the Member Representative does not notify the Purchaser of any such dispute within such sixty (60) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule. (d) If the Member Representative notifies the Purchaser of any such dispute within such sixty (60) day period, the Purchaser and the Member Representative shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Member Representative. (e) If the Purchaser and the Member Representative are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days (or such longer period as the Purchaser and the Member Representative shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by an independent accounting or financial consulting firm of recognized national standing as mutually agreed upon by the Purchaser and the Member Representative (such firm, subject to the following proviso, the “Arbitrator”); provided, that if the Member Representative and the Purchaser cannot agree on the Arbitrator, either party may request that the American Arbitration Association (the “AAA”) choose the Arbitrator, in which case the AAA’s choice of the Arbitrator will be binding and the expenses of the AAA will be shared fifty percent (50%) by the Purchaser and fifty percent (50%) by the Member Representative. Such resolution shall be final and binding on the parties hereto Parties. The Purchaser and the Member Representative shall instruct the Arbitrator to make a final determination of Net Working Capital, the Working Capital Deficit, if any, or the Working Capital Surplus, if any, Closing Date Cash, Closing Date Indebtedness, the aggregate amount of the Transaction Expenses, and the Adjustment Amount based solely on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller items that are in writing of its disagreement with any amount included therein or omitted therefromdispute and that, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, resolving such items in dispute and in determining Net Working Capital, the Working Capital Deficit, if any, or the Working Capital Surplus, if any, Closing Date Cash, Closing Date Indebtedness, the aggregate amount of the Transaction Expenses, and the Adjustment Amount, the Arbitrator shall not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, or (B) less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, and the Arbitrator shall only such itemsresolve items that are in dispute. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Arbitrator (1) shall be borne by the Purchaser in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Purchaser (as finally determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller the Arbitrator) bears to the aggregate dollar amount of such items so submitted and Purchaser, and such determination (2) shall be final borne by the Members on a joint and bindingseveral basis in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Purchaser (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. Such accounting firm If any disputes are submitted to the Arbitrator pursuant to this Section 3.6(e), the Final Working Capital Schedule shall be instructed to resolve prepared in accordance with the disputed items within ten (10) Business Days decision of engagementthe Arbitrator and, to the extent reasonably practicable. The fees applicable, the agreement of any such accounting firm shall be divided equally between Seller the Purchaser and Purchaserthe Member Representative. (cf) On or before 12:00 noon, Eastern time, on the fifth Within five (5th5) Business Day after Days following the Adjusted Payment determination of the Final Working Capital Schedule in accordance with this Section 3.6: (i) If the Adjustment Amount shall have become final and binding or, in the case of a disputeis negative, the date Members will be obligated on a joint and several basis to pay or cause to be paid to the Purchaser by wire transfer of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser immediately available funds an aggregate amount in U.S. dollars equal to the amount absolute value of the Adjustment Amount by wire transfer of immediately available funds to an account designated by the Purchaser. The Purchaser may, at its sole discretion, claim any payment due to it from the Members under this Section 3.6(f)(i) or Section 3.6(e) either directly from the Members or from the Escrow Fund pursuant to the terms of the Escrow Agreement. Upon payment of such excessAdjustment Amount by the Members to the Purchaser, plus interest the Members shall be fully released and discharged of any obligation to the Purchaser with respect to payment of the Adjustment Amount. (ii) If the Adjustment Amount is positive, the Purchaser will pay or cause to be paid to the Member Representative, on such excess amount from behalf of the Closing Date to but excluding Members, the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Adjustment Amount, by wire transfer of immediately available funds to an account designated by the Member Representative. Upon payment of such Adjustment Amount by the Purchaser to the Member Representative, the Purchaser shall pay to Seller an amount in U.S. dollars equal be fully released and discharged of any obligation to the amount Members with respect to payment of such excess, plus interest on such excess amount from the Closing Date Adjustment Amount. (iii) Any payment made pursuant to but excluding the payment date, at the Federal Funds Rate. Any payments required by this Section 3.4 3.6(f) shall be made contemporaneously with treated as an adjustment to the foregoing paymentPurchase Price for Tax purposes to the extent permitted by applicable Law.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day As promptly as practicable following the Closing Datedate hereof (but in any event on or prior to November 15, 2000), the Seller shall deliver to the Purchaser a balance sheet of the Final Closing Statement and Seller (the "Initial Seller Balance Sheet") which indicates the net working capital of the Seller as of the date hereof (the "Initial Working Capital"). The Purchaser shall make available have ten (10) business days following receipt of the work papersInitial Seller Balance Sheet during which to provide written notification ("Initial Dispute Notice") to the Seller of any dispute of any item therein, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts which notice shall set forth in reasonable detail the Final Closing Statement. (b) The determination basis for such dispute. If the Purchaser does not timely deliver the Initial Dispute Notice, the Initial Seller Balance Sheet shall be deemed to reflect the final agreement of the Adjusted Payment Amount parties. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, a final agreement upon the Initial Working Capital shall be promptly prepared and signed off on by each of the parties. If the Purchaser and the Seller are unable to resolve the Initial Working Capital dispute (the "Initial Dispute") within five (5) business days of Seller's receipt of the Initial Dispute Notice (or such longer period agreed in writing by the parties), the parties shall engage a mutually agreeable independent "Big 5" accounting firm (the "Arbitrator") to resolve the Initial Dispute and such resolution shall be final and binding on the parties hereto on the thirtieth parties. The Arbitrator shall use commercially reasonable efforts to complete its work within five (30th5) calendar day after receipt by Purchaser business days of its engagement. The expenses of the Final Closing Statement, unless Purchaser Arbitrator shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which casebe paid by the party against whom the Arbitrator resolves the dispute or, if the resolution is only partially in favor of one party, the expenses shall be paid by each of the parties in an amount that is in proportion to the allocation of the amount in dispute which is attributable to each such party. (b) As promptly as practicable following the Closing Date (but in any event within five (5) business days), the Purchaser will prepare (in consultation with the Seller) and deliver to the Seller a revised balance sheet which shall reflect the net working capital of the Seller as of the Closing Date after application of the agreed upon adjustments which shall be calculated in accordance with the methodology described in Schedule 2.3(a) (the "Preliminary Purchase Price Adjustment"). The Seller shall have five (5) business days following receipt of the Preliminary Purchase Price Adjustment during which to provide written notification ("PPA Dispute Notice") to the Purchaser of any dispute of any item therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Seller does not timely deliver the PPA Dispute Notice, the Preliminary Purchase Price Adjustment shall be deemed to reflect the final agreement of the parties. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, a Final Purchase Price Adjustment (as hereinafter defined) shall be promptly prepared and signed off on by each of the parties. (c) If the Purchaser and the Seller are unable to resolve the disputed items Purchase Price adjustment dispute (the "PPA Dispute") within ten five (105) Business Days business days of Purchaser's receipt of the receipt PPA Dispute Notice (or such longer period agreed in writing by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeparties), the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.parties shall

Adjustment of Purchase Price. (a) On or before 12:00 noonAt least five (5) Business Days prior to the Closing, Eastern timethe Company shall deliver to Purchaser a statement (the “Preliminary Statement”) setting forth the Sellers’ good faith estimate of (i) Closing Cash, and (ii) the Working Capital as of the close of business on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser in each case, including the Final Closing Statement components thereof and shall make available reasonable back-up information with respect thereto, and (iii) the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination calculation of the Adjusted Payment Amount shall be final and binding Closing Purchase Price based on the parties hereto on foregoing. In the thirtieth event that Purchaser notifies the Company of any objection to the Preliminary Statement no later than three (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (103) Business Days of prior to the receipt by Seller of notice of Closing Date, Purchaser and the Company shall discuss such disagreementobjections in good faith and the Company will, such items in dispute (good faith and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement after taking into account the discussion between Seller the Company and Purchaser, revise and such determination shall be final and binding. Such accounting firm shall be instructed to resolve re-deliver the disputed items within ten Preliminary Statement no later than two (102) Business Days of engagement, prior to the extent reasonably practicableClosing Date to reflect the results of such discussion (which revised and redelivered Preliminary Statement shall serve as the Preliminary Statement for all purposes under this Agreement). The fees of any such accounting firm At the Closing, the Closing Purchase Price shall be divided equally between Seller and Purchaser. (ci) On increased or before 12:00 noon, Eastern time, decreased by the amount that Closing Cash reflected on the fifth Preliminary Statement exceeds or is less than $0, respectively, and (5thii) Business Day after adjusted by the Adjusted Payment Amount shall have become final difference between the Working Capital reflected on the Preliminary Statement and binding or, in Twenty Four Million Dollars ($24,000,000) (the case of a dispute“Targeted Working Capital”). If the Working Capital reflected on the Preliminary Statement exceeds the Targeted Working Capital, the date amount of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Closing Purchase Price shall pay to Purchaser an amount in U.S. dollars equal to be increased dollar-for-dollar by the amount of such excess, plus interest and if the Working Capital reflected on the Preliminary Statement is less than the Targeted Working Capital, the amount of the Closing Purchase Price shall be decreased dollar-for-dollar by such excess amount from shortfall. (b) As soon as practicable, and in any event within ninety (90) calendar days after the Closing, Purchaser shall prepare or cause to be prepared and delivered to the Sellers Representative a statement as of the close of business on the Closing Date (the “Closing Statement”) setting forth the actual Closing Cash and the actual Working Capital of the Company. The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions or changes which Purchaser intends to but excluding initiate or make or cause to be initiated or made after the payment Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. (c) Purchaser shall, and shall cause the Company to, grant the Sellers Representative and its authorized representatives reasonable access to all such papers and documents and all such personnel as it or its representatives may reasonably request, and the Sellers Representative shall have up to forty-five (45) days after receiving the Closing Statement to review the Closing Statement (the “Review Period”); provided, however, that, in the event Purchaser or the Company does not provide any papers or documents or access to personnel reasonably requested by the Sellers Representative or any of its representatives within five (5) Business Days after request therefor (or such shorter period as may remain in the Review Period), the Review Period shall be extended by five (5) Business Days plus one (1) Business Day for each additional day required for Purchaser or the Company to fully respond to such request. The Sellers Representative shall deliver notice to Purchaser on or prior to the expiration of the Review Period specifying in reasonable detail all disputed items and the basis therefor. If the Sellers Representative fails to deliver such notice by such date, the Sellers Representative and the Sellers shall have waived their right to contest the Closing Statement. If the Sellers Representative timely notifies Purchaser of any objections to the Closing Statement, the parties shall, within twenty (20) Business Days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount shall be final and binding for all purposes under this Agreement. (d) If at the Federal Funds Rate orconclusion of the Resolution Period the parties have not reached an agreement on any objections with respect to the Closing Statement, then all amounts and issues remaining in dispute shall be submitted by the Sellers Representative and Purchaser to the Independent Accountants for a determination resolving such amounts and issues. All fees and expenses relating to the work, if any, to be performed by the Estimated Payment Amount exceeds Independent Accountants shall be borne by Purchaser and the Adjusted Payment Amount, Purchaser shall pay to Seller an Sellers Representative in the proportion that the aggregate dollar amount in U.S. dollars equal of the disputed items submitted to the Independent Accountants by such party that are unsuccessfully disputed by such party (as finally determined by the Independent Accountants) bears to the aggregate dollar amount of disputed items submitted by Purchaser and the Sellers Representative. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Independent Accountants shall be borne by the party incurring such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, cost and expense. The Independent Accountants shall determine only those issues still in dispute at the Federal Funds Rateend of the Resolution Period and the Independent Accountants’ determination shall be based upon and consistent with the terms and conditions of this Agreement. Any payments required The determination by the Independent Accountants shall be based solely on presentations with respect to such disputed items by Purchaser and the Sellers Representative to the Independent Accountants and not on the Independent Accountants’ independent review. Each of Purchaser and the Sellers Representative shall use commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountants of the disputed items, and each such party shall be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Independent Accountants. In deciding any matter, the Independent Accountants (i) shall be bound by the provisions of this Section 3.4 2.06(d) and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Purchaser or the Sellers Representative or less than the smallest value for such item claimed by Purchaser or the Sellers Representative. The Independent Accountants’ determination shall be made contemporaneously within forty-five (45) calendar days after its engagement (which engagement shall be made no later than five (5) Business Days after the end of the Resolution Period), or as soon thereafter as possible, shall be set forth in a written statement delivered to Purchaser and the Sellers Representative and shall be final, conclusive, non-appealable and binding for all purposes hereunder. It is the intent of the parties hereto that the process set forth in this Section 2.06(d) and the activities of the Independent Accountants in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The term “Final Closing Statement” shall mean the foregoing paymentdefinitive Closing Statement agreed to by the Sellers Representative and Purchaser if no items are disputed in accordance with Section 2.06(c) or the definitive Closing Statement resulting from the determination made by the Independent Accountants in accordance with this Section 2.06(d).

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement, together with such additional related data as Seller may reasonably request. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth (30th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) and Accrued Liabilities shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. In the event the Common Stock is delisted from the Principal Exchange due to the Company’s failure to timely file its quarterly reports on Form 10-Q for any of the three-month periods ended March 31, 2005, June 30, 2005 or September 30, 2005 (a) On or before 12:00 noonthe “Delisting”), Eastern time, the Company hereby agrees to reset the Purchase Price Per Unit at a price equal to the Adjusted Purchase Price Per Unit. The Company agrees to issue to the Buyers on the thirtieth Adjustment Date (30thas defined below) calendar day following an additional aggregate number of Units equal to (i) the quotient arrived at by dividing (x) the Aggregate Purchase Price by (y) the Adjusted Purchase Price Per Unit (as defined below) minus (ii) the number of Units issued on the Closing Date, Seller . The additional Units issued pursuant to this Section 4.15 shall deliver be allocated among the Buyers in proportion to Purchaser the Final Closing Statement and shall make available Units issued to each Buyer at the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth Closing. The Exercise Price (as defined in the Final Closing Statement. (bWarrants) The determination of the Warrants issued pursuant to this Section 4.15 shall be equal to 150% of the Adjusted Payment Amount Purchase Price Per Unit; provided, however, that in no event shall the Exercise Price of the Warrants issued pursuant to this Section 4.15 be less than $1.58. The “Adjusted Purchase Price Per Unit” shall equal the VWAP (as defined herein) for the three (3) consecutive Trading Day period immediately following the Announcement Date; provided, however, that the Adjusted Purchase Price Per Unit shall in no event be less than $0.95. The “Adjustment Date” shall be final and binding the fourth (4th) Trading Day immediately after to the Announcement Date. “VWAP” means, with respect to any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period on the parties hereto on Nasdaq National Market (the thirtieth (30th“Principal Exchange”) calendar day after receipt as reported by Purchaser of the Final Closing StatementBloomberg, unless Purchaser shall notify Seller in writing of its disagreement with L.P., or any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) successor performing similar functions. The “Announcement Date” shall be determined the Trading Day on which a press release is issued by the Company (or any other public disclosure is made) announcing the Delisting; provided, however, that if such press release is issued (or public disclosure is made) prior to 9:00 a.m. Eastern Time on a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserTrading Day, and such determination shall the “Announcement Date” will be final and binding. Such accounting firm shall deemed to be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableprevious Trading Day. The fees of Company hereby agrees not to issue a press release (or make any such accounting firm shall be divided equally other public disclosure) announcing the Delisting between Seller 9:00 a.m. Eastern Time and Purchaser4:00 p.m. Eastern Time on any Trading Day. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. Purchaser and Seller have selected Willamette Management Associates (athe "Appraiser") On or before 12:00 noon, Eastern time, to determine the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates on the thirtieth Closing Date (30th) calendar day following the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,041.20 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (a) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Purchaser Seller the Final difference between the Appraised Value and the Estimated Fair Market Value paid on the Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate. (b) The determination of In the Adjusted Payment Amount event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall be final and binding refund to Purchaser the difference between the Estimated Fair Market Value paid on the parties hereto on Closing Date and the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final Appraiser determines the Appraised Value, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and binding or, in the case terms of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern New York City time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementStatement are accurate. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller Purchaser and Purchaser, and such determination shall be final and bindingSeller. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller Purchaser and PurchaserSeller. (c) On or before 12:00 noon, Eastern New York City time, on the fifth third (5th3rd) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay refund to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable but not later than thirty (30th30) calendar day following days after the Closing Date, Seller Purchaser shall deliver to Sellers a statement (the “Closing Inventory Statement”) setting forth the quantities and dollar balances of the Inventory on hand and transferred to Purchaser by Sellers as of the close of business on the Closing Date (the “Final Inventory Amount”) and setting forth the amount, if any, by which the total Inventory on hand as of the Closing Date is greater than the Target Inventory Ceiling or less than the Target Inventory Floor. In the event that Purchaser does not provide Sellers with the Closing Inventory Statement within such thirty (30) day period, then the Final Closing Statement and Inventory Amount shall make available be deemed to be the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementTarget Inventory Floor. (b) The determination Sellers shall have thirty (30) days from the date of receipt of the Adjusted Payment Amount shall be final and binding Closing Inventory Statement from Purchaser to dispute any amount on the Closing Inventory Statement, including the Final Inventory Amount, by providing written notice to Purchaser of such dispute (a “Dispute Notice”) within such thirty (30) day period. If Sellers provide Purchaser with a Dispute Notice, the parties hereto on shall cooperate in good faith to resolve such dispute as promptly as practicable and shall make available to each other and any of their respective Representatives as necessary for the thirtieth (30th) calendar day after receipt review and resolution of the dispute all relevant books, records, personnel and access to actual physical inventory, as reasonably requested by Purchaser of and Sellers, as applicable. (c) In the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if event the parties are unable to resolve any dispute regarding the disputed items Final Inventory Amount, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, Deloitte LLP or such other independent accounting firm as is mutually agreed upon by the parties (the “Independent Accountant”), whose written determination as to the Final Inventory Amount shall be conclusive and binding on all parties. All fees and expenses charged by the Independent Accountant shall be shared equally by Purchaser, on the one hand, and Sellers, on the other hand. (d) In the event the Final Inventory Amount, as determined in this Section 1.4, is equal to or greater than the Target Inventory Floor, but less than or equal to the Target Inventory Ceiling, there will be no adjustment to the Purchase Price relating to Inventory. (e) In the event the Final Inventory Amount, as determined in this Section 1.4, is less than the Target Inventory Floor, Sellers shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, an amount in cash equal to the (i) the Target Inventory Floor, less (ii) the Final Inventory Amount, with such amount being paid within ten five (105) Business Days of the receipt Final Inventory Amount being determined. Any payments made by Seller of notice of such disagreement, such items in dispute (and only such items) Sellers to Purchaser hereunder shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, deemed an adjustment to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserPurchase Price. (cf) On or before 12:00 noon, Eastern time, on In the fifth (5th) Business Day after event the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Final Inventory Amount, Seller shall pay to Purchaser an amount as determined in U.S. dollars equal to this Section 1.4, is greater than the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment AmountTarget Inventory Ceiling, Purchaser shall pay treat as a credit toward Novatel’s future purchases from Purchaser under the Supply Agreement, with such purchases to Seller be included in determining Novatel’s satisfaction of the Annual Minimum (as defined in the Supply Agreement) for the first year of the term thereof, the amount by which the (A) the Final Inventory Amount exceeds (B) the Target Inventory Ceiling. Any amount so credited by Purchaser to Novatel shall be deemed an amount in U.S. dollars equal adjustment to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentPurchase Price.

Adjustment of Purchase Price. (ai) On Within forty-five (45) days after the date of the Closing, Buyer shall prepare and deliver, or before 12:00 nooncause to be prepared and delivered, Eastern time, on to Seller a statement of the thirtieth (30th) calendar day following Working Capital Amount as of the Closing DateDate (the “Working Capital Statement”). The Working Capital Statement shall be prepared in accordance with the same accounting principles and methodology as the Financial Statements. (ii) Within forty-five (45) days following receipt by Seller of the Working Capital Statement, Seller shall deliver written notice to Purchaser Buyer of any dispute it has with respect to the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination preparation or content of the Adjusted Payment Amount shall Working Capital Statement. In the event that Seller does not notify Buyer of a dispute with respect to the Working Capital Statement within such forty-five (45) day period, such Working Capital Statement will be final final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the firm of BDO Sxxxxxx LLP, or such other public accounting firm to which the parties hereto may agree, (the “Accounting Firm”) to resolve such dispute. All determinations made by the Accounting Firm shall be final, conclusive and binding on the thirtieth (30th) calendar day after receipt by Purchaser parties. Buyer and Seller shall share equally the fees and expenses of the Final Closing StatementAccounting Firm. Following its final determination of the Working Capital Amount, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromthe Accounting Firm shall, in which case, if the parties are unable to resolve the disputed items within ten two (102) Business Days from the date of such final determination, deliver a written notice to the Escrow Agent specifying the Working Capital Amount. (iii) For purposes of complying with the terms set forth in this Section 2(h), Buyer and the Business, on the one hand, and Seller, on the other hand, shall cooperate with and make available to the other party and its Representatives all information, records, data and working papers, and will permit access to their facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the receipt by Seller Working Capital Statement and the resolution of notice any disputes thereunder. (iv) If the Working Capital Amount as of such disagreementthe Closing Date (as finally determined pursuant to Section 2(h)(ii)) is less than the Working Capital Peg, such items in dispute (and only such items) then the Purchase Price shall be determined adjusted appropriately and the Escrow Agent shall pay to Buyer from the Escrow Account, in accordance with the terms of the Escrow Agreement, by a nationally recognized independent accounting firm selected bank wire transfer of immediately available funds to an account designated in writing by mutual agreement between Seller and PurchaserBuyer, and such determination shall be final and binding. Such accounting firm shall be instructed an amount in cash equal to resolve the disputed items Working Capital Peg minus the Working Capital Amount, within ten five (105) Business Days from the date on which the Working Capital Amount is finally determined pursuant to Section 2(h)(ii). If the amounts held in the Escrow Account at the time of engagementsuch payment are insufficient to pay to Buyer the entire amount by which the Working Capital Peg exceeds the Working Capital Amount, then, on the same day as the Escrow Agent makes its payment to Buyer, Seller shall pay an amount equal to the extent reasonably practicableshortfall to Buyer by bank wire transfer of immediately available funds to an account designated in writing by Buyer. The fees If the Working Capital Peg is less than the Working Capital Amount as of any such accounting firm the Closing Date (as finally determined pursuant to Section 2(h)(ii)), then the Purchase Price shall be divided equally between adjusted appropriately, the Escrow Agent shall pay to Seller the entire amount remaining in the Escrow Account, in accordance with the terms of the Escrow Agreement, by bank wire transfer of immediately available funds to an account designated in writing by Seller, and Purchaser. Buyer shall pay or cause to be paid, by bank wire transfer of immediately available funds to an account designated in writing by Seller, an amount in cash equal to the Working Capital Amount minus the Working Capital Peg, within five (c5) On or before 12:00 noonBusiness Days from the date on which the Working Capital Amount is finally determined pursuant to Section 2(h)(ii). If there are any amounts remaining in the Escrow Account after all payments required to be made by this Section have been made, Eastern time, on the Escrow Agent shall promptly release such amounts to the Seller no later than the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, following the date of the resolution of the dispute pursuant to Section 3.3(b)such final payment, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount all in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously accordance with the foregoing paymentEscrow Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (ba) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (cb) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Stations shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Stations on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Stations after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, unless disputed, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth forty-fifth (30th45th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement pursuant to Section 2.4.4: (a) On or before 12:00 noonIf the Purchase Price is less than the Estimated Purchase Price, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Post-Closing Statement and Adjustment shall make available be deducted from the work papersfirst payment of interest payable by Buyer pursuant to the terms of the Seller Note and, schedules and other supporting data used by Seller to calculate and prepare the extent that the Final Post-Closing Statement Adjustment exceeds the amount of the first payment of interest payable by Buyer pursuant to enable Purchaser to verify the amounts set forth in terms of the Seller Note, than such remaining portion of the Final Post-Closing StatementAdjustment shall be applied as a reduction of subsequent payments of interest payable by Buyer pursuant to the terms of the Seller Note until the entire Final Post-Closing Adjustment has been applied against interest payments thereunder. (bi) The If the Purchase Price is greater than the Estimated Purchase Price and such determination is made prior to the date on which the first payment of interest is payable by Buyer pursuant to the terms of the Adjusted Payment Amount Seller Note, Buyer shall pay the Final Post-Closing Adjustment to Sellers’ Representative (for the benefit of Sellers) with the first payment of interest payable by Buyer pursuant to the terms of the Seller Note, and (ii) if the Purchase Price is greater than the Estimated Purchase Price and such determination is made after the date on which the first payment of interest is payable by Buyer pursuant to the terms of the Seller Note, such Final Post-Closing Adjustment shall be final and binding on the parties hereto on the thirtieth paid by Buyer to Sellers’ Representative within five (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (105) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserdetermination. (c) On Any payment by Buyer or before 12:00 noonSellers under this Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute including pursuant to this Section 3.3(b)2.4.5 or Article 9, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser be treated as an amount in U.S. dollars equal adjustment to the amount of such excessPurchase Price, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments unless a contrary treatment is required by Section 3.4 shall be made contemporaneously with the foregoing paymentLaw.

Adjustment of Purchase Price. (a) On Except as otherwise set forth in the LMA, all operating income and operating expenses of the Station that are included in the Station Assets shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noon, Eastern time, 11:59 p.m. on the thirtieth day immediately preceding the Closing Date (30ththe “Effective Time”) calendar day shall be for the account of Seller, and all income and expenses attributable to the operation of the Station after the Effective Time shall be for the account of Buyer. Such prorations shall include without limitation all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 14.3(b)), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under Station Agreements and similar prepaid and deferred items. Seller shall receive a credit for all of the Station’s deposits and prepaid expenses. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (c) Prorations and adjustments shall be made at Closing to the extent practicable. For purposes of making the final adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List(s) shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer within five (5) Business Days of receiving the Final Closing Statement Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall make available pay such amount to Seller within five (5) Business Days of delivering the work papersAdjustment List(s) to Seller if both parties agree on the amount. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, schedules and other supporting data used by Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to calculate a firm of independent certified public accountants, mutually acceptable to Seller and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableparties. The fees and expenses of any such accounting firm accountants shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, paid by the party who does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeAll income and expenses (including prepaid expenses) of the Property shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the thirtieth date (30ththe “Proration Date”) calendar day following immediately preceding the Closing DateClosing. Such items to be prorated shall include, without limitation: (i) Payments under Assumed Obligations, if any; (ii) The amount of the Accrued Employee Benefits; (iii) Utility charges, if any, based on utility charges for the month immediately preceding the Closing; and (iv) Real property taxes. Buyer and Seller shall deliver prepare a proposed schedule (the “Proration Schedule”) prior to Purchaser Closing, that shall include the Final Closing Statement items listed above and shall make available any other applicable income and expenses with regard to the work papers, schedules Property. Seller and other supporting data used by Seller Buyer will use all reasonable efforts to calculate finalize and prepare agree upon the Final Closing Statement Proration Schedule at least two (2) business days prior to enable Purchaser to verify the amounts set forth in the Final Closing StatementClosing. (b) The determination of the Adjusted Payment Amount Any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify either paid to Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseor, if the parties are unable assigned to resolve the disputed items within ten (10) Business Days of the receipt by Buyer, Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by receive a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of credit at Closing for any such accounting firm shall be divided equally between Seller and Purchaserdeposits. (c) On With respect to any amounts held by Seller in a resident escrow or before 12:00 noontrust account under any Property Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amountat or promptly following Closing, Seller shall pay to Purchaser an amount in U.S. dollars equal return the same to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal depositor thereof (to the amount extent the amounts held in any such accounts have not been applied against amounts owing by the depositor thereof in accordance with the terms of the applicable Property Agreement). (d) Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from a tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Buyer shall forward such excesspayment to Seller. (e) Buyer shall receive all income from and shall be responsible for all expenses of the Property attributable to the period from and after the Proration Date, plus interest on unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and after the Proration Date, Seller shall forward such excess amount from the payment to Buyer. (f) The parties agree that any amounts that may become due under this Section 2.5 shall be paid at Closing Date to but excluding the payment date, at the Federal Funds Rateas can best be determined. Any payments required by Section 3.4 A post-Closing reconciliation of pro-rated items shall be made contemporaneously by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.5 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation. (g) Buyer shall receive a credit towards the foregoing paymentPurchase Price for any obligations as otherwise expressly agreed by the Buyer and Seller. (h) This Section 2.5 shall survive the Closing.

Adjustment of Purchase Price. Buyer shall cause to be prepared and delivered to the Shareholders a consolidated balance sheet of the Company as of the date hereof (the "Final Balance Sheet") within 60 days after the date hereof, which balance sheet will be prepared in accordance with generally accepted accounting principles, consistently applied in all respects (which shall not include any reserve or accruals for employee termination costs). Buyer and the Shareholders shall jointly review the Final Balance Sheet, and endeavor in good faith to resolve all disagreements regarding the entries thereon and reach a final determination thereof within 90 days from the date hereof. In the event that the parties cannot agree on the entries to be placed on the Final Balance Sheet, the dispute will be resolved by an independent accounting firm mutually agreed to by the Shareholders and Buyer (such agreement not to be unreasonably withheld or delayed) whose resolution shall be binding on and enforceable against the parties hereto. Within 10 days of reaching such final determination, the following adjusting payments shall be made: (1) If the Final Net Current Value of the Company (as defined below) (a) On or before 12:00 noonexceeds $1,000,000, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Buyer shall pay to Purchaser an amount in U.S. dollars equal to the Shareholders the amount of such excessexcess (the "Cash Adjustment Payment") or (b) is less than $1,000,000, plus interest on such excess amount from the Shareholders shall pay, pro rata according to each Shareholder's percentage ownership of the Company immediately prior to the Closing Date (as defined herein), to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to Buyer the amount of such excessdifference; and (2) An amount equal to the capital expenditures made by the Company since the Buyer's letter of intent dated July 17, plus interest on such excess amount from 1997 (the Closing Date to but excluding "Letter") and approved by the payment date, at Buyer in its sole and absolute discretion (the Federal Funds Rate. Any payments required by Section 3.4 "Approved Capital Expenditures") shall be made contemporaneously with paid to the foregoing paymentShareholders.

Adjustment of Purchase Price. (a) On Not less than five (5) Business Days prior to the anticipated Closing Date, the Company shall provide Buyer with a preliminary estimated statement of Purchase Price Adjustment Amount as of the Closing Date (the “Estimated Adjustment Statement”) in the form attached hereto as Exhibit A, which shall be accompanied by a notice (the “Closing Notice”) that sets forth the Company’s estimate of the Working Capital Overage or before 12:00 noonWorking Capital Underage and good faith determination of the Closing Date Debt Obligation, Eastern timethe Assumed Interest Amount, on Closing Date Cash and any Unpaid Transaction Expenses. Not less than three (3) Business Days prior to the thirtieth anticipated Closing Date, Buyer shall notify the Company in the event that it disputes any aspect of the Estimated Adjustment Statement, it being understood and agreed that any failure to do so with respect to any particular aspect shall not preclude in any way Buyer’s rights pursuant to Section 1.7 (30thHoldback) calendar day following or otherwise hereunder. Prior to the Closing Date, Seller the Company and Buyer shall deliver negotiate in good faith to Purchaser resolve such dispute. The amount so agreed following such negotiations shall be the Final Working Capital Overage, Working Capital Underage, Closing Statement Date Debt Obligation, Assumed Interest Amount, Unpaid Transaction Expenses and Closing Date Cash, as applicable, for purposes of the Closing. If the Company and Buyer are unable to resolve such dispute, such dispute shall make available not under any circumstances delay the work papersClosing, schedules and other supporting data used by Seller to calculate the Working Capital Overage, Working Capital Underage, Closing Date Debt Obligation, Assumed Interest Amount, Unpaid Transaction Expenses and prepare the Final Closing Statement to enable Purchaser to verify the amounts Date Cash, as applicable, set forth in the Final Closing Notice shall be the Working Capital Overage, Working Capital Underage, Closing Date Debt Obligation, Assumed Interest Amount, Unpaid Transaction Expenses and Closing Date Cash, as applicable, for the purposes of the Closing, without prejudice to Buyer’s rights pursuant to Section 1.7 (Holdback) or otherwise hereunder. If after the delivery of the Estimated Adjustment Statement but prior to the Closing, there shall be a change in any component of the Estimated Adjustment Statement, the Company and the Sellers’ Representative shall update the Estimated Adjustment Statement accordingly to reflect such change. If for any reason the Closing Date shall be postponed, the foregoing obligations shall again apply with respect to such postponed Closing Date. (b) The determination of the Adjusted Payment Amount Estimated Adjustment Statement shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller prepared in writing of its disagreement with any amount included therein or omitted therefrom, good faith in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously accordance with the foregoing payment.Transaction Accounting Principles set forth in Exhibit B.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than seven (30th7) calendar day following Business Days prior to the Closing Date, Seller Fimalac shall deliver to Purchaser a statement setting forth the Final amount of Indebtedness expected to be outstanding as of the close of business on the Business Day immediately preceding the Closing Statement Date (the “Estimated Closing Indebtedness”). The Estimated Closing Indebtedness shall include the amount of all interest, penalties, commissions, prepayment fees and other costs which will be payable in connection with the repayment of such Indebtedness in accordance with the provisions of Section 5.5(a). The statement of Estimated Closing Indebtedness shall provide reasonable details, on an item by item basis, specifying the nature of each item of Indebtedness and the Company or the Subsidiary owing such Indebtedness, and shall make available include all statements from the work papers, schedules banks and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts relevant lenders set forth in Section 5.5(a) hereof. The statement of Estimated Closing Indebtedness shall be prepared in accordance with GAAP, as applied by the Final Closing StatementCompany on a basis consistent with the 2004 Consolidated Financial Statements. (b) The determination Within fifty (50) days after the Closing Date, Purchaser shall prepare and deliver to Fimalac statements setting forth Cash and Cash Equivalents as of the Adjusted Payment Amount close of business on the Business Day immediately preceding the Closing Date (the “Closing Cash Position”) and the Net Working Capital as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Net Working Capital”). For the avoidance of doubt, the payment of the Brand Transfer Consideration and the Closing Dividend shall be final disregarded for purposes of calculating the Closing Cash Position. The statement of Closing Cash Position shall include all bank statements and binding on other records and documents supporting the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser calculation of the Final Closing Statement, unless Purchaser shall notify Seller in writing Cash Position. The statement of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) Closing Net Working Capital shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller in the form of Exhibit A hereto (which for illustrative purposes only sets forth Net Working Capital as of December 31, 2004) and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve prepared in accordance with GAAP, as applied by the disputed items within ten (10) Business Days of engagement, to Company on a basis consistent with the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser2004 Consolidated Financial Statements. (c) On or before 12:00 noonFimalac and Purchaser shall have fifty (50) days after the delivery of the statements of Closing Cash Position and Closing Net Working Capital during which to review such statements and the Statement of Estimated Closing Indebtedness. Unless either Party notifies the other in writing within such fifty (50) day period of any good faith objection to any of such statements, Eastern timespecifying in reasonable detail the items and amounts subject to such objection (the “Disputed Items”), any of the statements to which no such objection shall have been so made shall be conclusive and binding on Shareholders and Purchaser. If, within such fifty (50) day period, a Party notifies the other in writing of any such objection, then the Parties shall use reasonable efforts for fifty (50) days after the expiration of such initial fifty (50) day period to resolve in good faith their differences and agree upon any adjustments to the statements of Closing Cash Position, Closing Net Working Capital and Estimated Closing Indebtedness, as the case may be. In the case of the Estimated Closing Indebtedness, such adjustments shall be those necessary to reflect the outstanding amount of Indebtedness as of the close of business on the fifth (5th) Business Day immediately preceding the Closing Date increased by the amount of all interest, penalties, commissions, prepayment fees and other costs which have been determined to be payable in connection with the reimbursement by the Company and its Subsidiaries of the Indebtedness on the first Business Day after the Adjusted Payment Amount Closing Date as contemplated in Section 5.5(a) (such amount, the “Closing Indebtedness”). Any Disputed Items which are not resolved by the mutual agreement of Purchaser and Fimalac within such fifty (50) day period shall be submitted for resolution to an internationally recognized independent certified public accounting firm that may be mutually acceptable to Fimalac and Purchaser (the “Independent Accounting Firm”). If the Independent Accounting Firm shall have become final refused its mission and Fimalac and Purchaser shall not have succeeded within a ten (10) day period in naming a mutually acceptable replacement, either Party shall be entitled to request the designation of an Independent Accounting Firm by the President of the Commercial Court (Tribunal de commerce) of Paris. Fimalac and Purchaser shall instruct the Independent Accounting Firm to limit its examination to the unresolved Disputed Items, to resolve any such unresolved Disputed Items in accordance with the requirements of this Agreement for any such items (including, with respect to Indebtedness, the last sentence of 1.3(a)), and to use its best efforts to make its determination thereon within sixty (60) days after the referral of the Disputed Items to it in accordance herewith. The resolution of any such unresolved Disputed Items by such Independent Accounting firm shall be made in a writing delivered to Fimalac and Purchaser and shall be final, conclusive and binding or, upon Shareholders and Purchaser. The fees and expenses charged by the Independent Accounting Firm shall be borne by the Parties in a manner that is proportionate to the case final decision of a disputethe Independent Accounting Firm. For purposes of verifying the Closing Indebtedness, the date Closing Cash Position and the Closing Net Working Capital, Purchaser shall promptly provide such access as Fimalac, its accountants or the Independent Accounting Firm may reasonably require, (i) to the books, records and accounts of the resolution Company and its Subsidiaries, and (ii) to the personnel or accountants responsible for the finances and accounts of the dispute pursuant Company and its Subsidiaries. Any delay in providing such access shall toll the respective periods set forth above. For purposes of Section 1.4 hereof, the amounts agreed or determined following the procedures set forth in this Section shall constitute the Closing Indebtedness, the Closing Cash Position and the Closing Net Working Capital. The amount corresponding to Section 3.3(b), if the Adjusted Payment Amount exceeds Closing Indebtedness minus the Estimated Payment Amount, Seller Closing Cash Position shall pay to Purchaser an amount in U.S. dollars equal to constitute the Closing Net Indebtedness. (d) The Purchase Price shall be increased by the amount of any net sale proceeds resulting from the sale of the Italian Lands, provided that the Company or the selling Subsidiary receives such excess, plus interest on such excess amount from sales proceeds no later than one hundred and eighty (180) days after the Closing Date to but excluding (the payment date“Additional Consideration”). For purposes of this purchase price adjustment, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 sale proceeds shall be made contemporaneously with calculated net of any Transfer Taxes, capital gain Taxes and other applicable Taxes and shall be reduced by the foregoing paymentamount of any broker, finder or agent fee.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Seller and Guarantee shall cause financial statements ("Closing Financial Statements") of the Company to be prepared as of the Closing Date and for the period from December 31, Eastern time, on the thirtieth (30th) calendar day following 1997 through the Closing Date, including a computation of statutory surplus as of the Closing Date determined on the basis of SAP (the "Closing Statutory Surplus"). The Seller and Guarantee agree to fully cooperate with each other in the preparation of the Closing Financial Statements and to cause the Closing Financial Statements to be delivered to each of them within 60 days after the Closing Date. If within 30 days following delivery of the Closing Financial Statements neither the Seller nor Guarantee has given the other party notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of the objection), then the Closing Statutory Surplus reflected in the Closing Financial Statements will be used in adjusting the Purchase Price. If and to the extent a party delivers its objection to the other party, both parties shall submit the dispute as promptly as reasonably possible thereafter to Ernst & Young LLP or such other nationally recognized accounting firm mutually agreed to by the Seller and Guarantee, which shall review the Closing Financial Statements to assure that the Closing Statutory Surplus has been accurately calculated, the party's objections thereto, and such other information as such accounting firm shall reasonably request from Guarantee or the Seller in order to arrive at an accurate calculation thereof, and which shall deliver to Purchaser both parties its determination of the Final Closing Statement and shall make available the work papersmatters in dispute. The determination of such accounting firm, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts as set forth in a notice delivered to both parties by such accounting firm shall be binding and conclusive on all parties, and the Final Closing StatementSeller and Guarantee shall share equally in the fees and expenses of such accounting firm in respect thereof. In connection with the performance of its services, both the Seller and Guarantee shall enter into any agreement(s) with such accounting firm as it may reasonably request in order to permit it to render its decision. (b) The On the tenth Business Day following the final determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseStatutory Surplus, if the parties are unable to resolve Closing Statutory Surplus is greater than the disputed items within ten (10) Business Days Statutory Surplus of the receipt Company at December 31, 1997 by more than $3,000,000, Guarantee will pay to the Seller the amount by which such excess is greater than $3,000,000 and if the Closing Statutory Surplus is less than the Statutory Surplus of notice of the Company at December 31, 1997 by more than $3,000,000, the Seller will pay to Guarantee the amount by which such disagreementdifference is greater than $3,000,000; provided, such items in dispute (and only such items) however, that the Closing Statutory Surplus shall be determined increased by a nationally recognized independent accounting firm selected the amount of any reduction recorded thereto on account of the payment of any dividends as permitted or contemplated by mutual agreement between Seller and Purchaserthis Agreement, and including any Schedules hereto. Any such determination payments shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, deemed adjustments to the extent reasonably practicablePurchase Price for all purposes. All payments will be made together with interest at the London Interbank Offered Rate for three months as published in The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Wall Street Journal on the fifth (5th) Business Day after Closing Date, compounded daily beginning on the Adjusted Payment Amount shall have become final Closing Date and binding or, in the case of a dispute, ending on the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Ratepayment. Any payments required by Section 3.4 shall Payments must be made contemporaneously with the foregoing paymentin immediately available funds.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the (and cause its representatives to make available) such work papers, schedules schedules, books and records and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromtherefrom (including the calculation of the components thereof), in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and whose determination of such determination shall amounts will be final and bindingbinding on the parties hereto. Such accounting firm shall be instructed to resolve the disputed items within ten twenty (1020) Business Days of engagement, to the extent reasonably practicable. Each of Seller and Purchaser shall provide full cooperation to such accounting firm, and shall make available (and cause its respective representatives to make available) to such accounting firm such work papers, schedules, books and records and other supporting data as may be reasonably requested by such accounting firm. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon New York time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.3 shall be made contemporaneously with the foregoing payment. In addition, contemporaneously with the foregoing payments, (i) if Seller is due an Estimated Tax Adjustment Amount (as defined in Section 8.5), Purchaser shall pay to Seller such amount, or (ii) if Purchaser is due an Estimated Tax Adjustment Amount (as defined in Section 8.5), Seller shall pay to Purchaser such amount.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on 9.1 The Closing Date Statement 1. The Closing Balance Sheet shall be prepared in accordance with the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement accounting regulations and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts principles set forth in the Final German Commercial Code (Handelsgesetzbuch) applicable to the Company and in accordance with the principles of proper accounting (Grundsätze ordnungsgemäßer Buchführung) while maintaining the continuity of accounting and valuation principles as applied by the Company in the past. The Purchaser shall forward the Closing Statement. (b) Balance Sheet to the Sellers’ Representative immediately after its preparation and finalisation. The determination Sellers shall review the Closing Balance Sheet for correctness and completeness without undue delay. Purchaser shall grant to Sellers access to all documents reasonably required by them for the review of the Adjusted Payment Amount Closing Balance Sheet. The Closing Balance Sheet shall become binding for the Parties if the Sellers do not object to the Closing Balance Sheet in writing within twenty (20) days of receipt (“Objection Notice”), provided, however, that any delay in providing any documents reasonably requested by the Sellers for the review of the Closing Balance Sheet shall lead to a respective extension of the 20-days-period . The Objection Notice must contain (i) the items of the Closing Balance Sheet or the underlying calculations which, in the opinion of the Sellers, are incorrect and (ii) a version of the Closing Balance Sheet which, in the opinion of the Sellers, is correct. If the Sellers send to the Purchaser an Objection Notice within the aforementioned deadline, the Parties shall attempt to reach agreement on the positions objected by the Sellers. If such an agreement is reached, the amended Closing Balance Sheet shall become binding for the Parties in the version corresponding to the agreement reached. If an agreement is not reached within twenty (20) days of receipt of the Objection Notice by the Purchaser, the Parties shall be entitled to commission the auditing company Xxxxx Xxxxx GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Munich, (hereinafter referred to as the “Arbitrator”) to decide on the positions objected by the Sellers in accordance with the principles set forth in this Section 9.1. If Xxxxx Xxxxx GmbH & Co. KG Wirtschaftsprüfungsgesellschaft is not prepared to assume this task, upon request of any of the Parties the President of the Munich Chamber of Auditors shall nominate a corresponding firm of auditors with binding effect on the Parties. When commissioning the Arbitrator, the Parties shall ensure that the latter makes its final decision, together with a written statement of reasons and an amended Closing Balance Sheet prepared by it, within 4 weeks of its commissioning and sends it to the Parties. The decision of the Arbitrator shall be made within the range of positions disputed by the Seller on the one hand and the Purchaser on the other. The Parties undertake to support the Arbitrator and to provide the Arbitrator with access to all information in the possession of one of the Parties to the extent that the Arbitrator requires such information in order to reach a final decision. The Arbitrator acts as an expert arbitrator within the meaning of Secs. 317 et seq. BGB. The Arbitrator shall decide on the costs to be borne by the Parties in accordance with Secs. 91 et seq. ZPO. The Closing Balance Sheet submitted by the Arbitrator and the decision about costs are final and binding on for the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserParties. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. Subject to the provisions of Section 1.5(d), the Purchase Price will be adjusted as follows: For purposes of this Agreement, the term "Closing Net Equity" will mean the amount equal to the sum of (ax) On or before 12:00 nooncash, Eastern timeshort term investments, on the thirtieth accounts receivable, inventories, prepaid expenses, notes receivable, and net fixed assets less (30thy) calendar day following the Closing Dateaccounts payable and accrued expenses, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts in each case as set forth in the Final Closing Statement. (b) The Financials delivered by the Company, or, if any items in such financial statements are disputed by Parent, the Closing Financials mutually agreed upon by Parent and the Company after resolution of their disputes, or, if no resolution is had, the Closing Financials reflecting the determination of the Adjusted Payment Amount shall be final Accountants (as defined in Section 1.5(d)(ii) below); and binding the term "July 31 Net Equity" will mean the amount equal to the sum of (x) cash, short term investments, accounts receivable, inventories, prepaid expenses, notes receivable, and net fixed assets less (y) accounts payable and accrued expenses in each case as set forth on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser audited balance sheet of the Final Company as of July 31, 1999 previously delivered to Parent by the Company (the "July 31 Financial Statements"). In determining the Closing StatementNet Equity, unless Purchaser there shall notify Seller in writing not be taken into account any accrual of its disagreement with any amount included therein or omitted therefromExcluded Liabilities. If the July 31 Net Equity shall exceed the Closing Net Equity, in which case, if the parties are unable Company will pay to resolve the disputed items Parent within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day three business days after the Adjusted Payment Amount shall have become final and binding or, in date on which the case of a dispute, the date of the resolution of the dispute Closing Net Equity is finally determined pursuant to Section 3.3(b)1.5(d) hereof, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars (the "Adjustment") equal to the amount of such excess, excess plus interest on such excess amount thereon at the rate of 8.00% per annum, compounded annually from the Closing Date to but excluding the date of payment. The payment dateby the Company to Parent of the Adjustment pursuant to this Section 1.5(c)(ii) will be made by wire transfer of immediately available funds to an account of Parent at a bank specified by Parent. If the Closing Net Equity shall exceed the sum of the July 31 Net Equity, Parent will pay to the Company, within three business days after the date on which the Closing Net Equity is finally determined pursuant to Section 1.5(d) hereof, an amount equal to such excess plus interest thereon at the Federal Funds Rate orrate of 8.00% per annum, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount compounded annually from the Closing Date to but excluding the date of payment. The payment date, at by Parent to the Federal Funds Rate. Any payments required by Company of the Adjustment pursuant to this Section 3.4 shall 1.5(c)(iii) will be made contemporaneously with by wire transfer of immediately available funds to an account of the foregoing paymentCompany at a bank specified by the Company.

Adjustment of Purchase Price. (a) On or before 12:00 noonExcept as otherwise provided in this Agreement (and without duplication), Eastern time, the Seller shall be responsible for all expenses and liabilities in respect of the Corporation for the period ending immediately prior to completion of the Closing and the Purchaser shall be responsible for all expenses and liabilities for the period after completion of the Closing. A statement of adjustment in respect of the such expenses and/or pre-payments (the Statement of Adjustment) shall be delivered to the Purchaser by the Seller concurrently with Closing and shall have annexed to it details of the calculations used by the Seller to arrive at all debits and credits on the thirtieth (30th) calendar day following the Closing Date, Statement of Adjustment. The Seller shall deliver give the Purchaser’s representatives reasonable access to Purchaser and copies of the Final Closing Seller’s working papers and backup materials in order to confirm the Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementof Adjustment. (b) The determination If the final cost or amount of an item which is to be adjusted has not been determined at Closing, then an initial adjustment for such item shall be made at Closing (without duplicates), such amount to be estimated by the Seller acting reasonably, as of the Adjusted Payment Amount Closing Date on the basis of the best evidence available at the Closing as to what the final cost or amount of such item will be. (c) Upon the delivery of the Financial Statements, all remaining costs or amounts shall be determined and the Statement of Adjustment shall be confirmed and/or revised, including where any items are omitted from the Statement of Adjustment through inadvertence or otherwise. The Seller or the Purchaser, as the case may be, shall within thirty (30) days of determination, provide a statement thereof to the other and within thirty (30) days thereafter the Parties shall make a final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser adjustment as of the Final Closing Statement, unless Date for the item in question. The Seller and the Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable agree to resolve the disputed items make a final adjustment within ten (10) Business Days of when the receipt by Seller amount of notice of such disagreementsame have been finally determined, such items but in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, any event prior to the extent reasonably practicable. The fees first anniversary of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution this Agreement. Any and all such adjustments shall be satisfied in full by restatement of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentConvertible Note.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare in good faith and deliver to Purchaser the Final Closing Statement Shareholders a reasonably detailed Working Capital Schedule and shall make available its calculation of the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementWorking Capital Deficit or Working Capital Surplus (as applicable) based thereon. (b) From and after the delivery of the Working Capital Schedule pursuant to Section 3.5(a), the Purchaser shall provide the Shareholders and their representatives reasonable access to the records and employees of the Purchaser and its Affiliates and shall cause the employees of the Purchaser and its Affiliates to cooperate in all reasonable respects with the Shareholders in connection with their review of such work papers and other documents and information relating to the calculation of the Net Working Capital as set forth on the Working Capital Schedule, as the Shareholders shall reasonably request and that are available to the Purchaser and its Affiliates. (c) The Shareholders shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.5(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. The Purchaser and the Shareholders, in consultation with their respective accounting firms, shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Working Capital Deficit or Working Capital Surplus (as applicable), based thereon shall be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.5(a) shall constitute the Final Working Capital Schedule and the Purchaser’s calculation of the Working Capital Deficit or Working Capital Surplus (as applicable) based thereon shall be final and binding upon the Parties. (d) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.5(a) within twenty (20) days following the Purchaser’s receipt of notice of such dispute pursuant to Section 3.5(c), such dispute shall be submitted to, and all issues having a bearing on such dispute shall be referred to an independent accounting firm selected by the Purchaser and the Sellers from the list of mutually agreed upon accounting firms set forth on Schedule 3.5(d) (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Deficit or Working Capital Surplus (as applicable) based thereon shall be final and binding on the parties hereto on the thirtieth Parties. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30th30) calendar day after receipt by days following its engagement. The Purchaser shall pay that percentage of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days costs and expenses of the receipt Accounting Referee equal to the quotient obtained by Seller dividing (A) the amount of notice of such disagreement, such items in dispute (and only such items) shall be the Net Working Capital as determined by a nationally recognized independent accounting firm selected the Accounting Referee less the amount of the Net Working Capital proposed by mutual agreement between Seller and the Purchaser, by (B) the amount of the Net Working Capital as proposed by the Shareholders less the amount of the Net Working Capital proposed by the Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Shareholders shall pay to Purchaser an amount in U.S. dollars equal to the amount remainder of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentcosts and expenses.

Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4 as follows: (a) On or before 12:00 noon$1,300,000 of the Purchase Price (the "RECEIVABLES HOLDBACK") shall be retained by Buyer at the Closing and disbursed to Seller as set forth in Section 2.4(d). (b) As promptly as practicable, Eastern time, on the thirtieth (30th) calendar day but in no event later than 45 days following the Closing Date, Seller shall deliver to Purchaser Buyer: (i) the Final Closing Statement Balance Sheet, which shall be prepared in accordance with SCHEDULE 2.4; (ii) calculation of Net Working Capital as of the Closing Date (the "WORKING CAPITAL STATEMENT"); and (iii) a calculation of the amount of the international and acute care receivables (net of allowances) with respect to sales of the Company's products (the "COMMINGLED RECEIVABLES VALUATION") on the books of Seller as of the Closing Date. The Company shall make available the work papersassign to Seller all of its right, schedules title and other supporting data used by Seller interest in and to calculate any and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementall of such receivables (net of allowances). (bc) The determination Buyer will deliver to Seller, no later than 30 days after the date of delivery of the Adjusted Payment Amount shall be final Working Capital Statement and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Commingled Receivables Valuation, notice of its acceptance of the Final Closing StatementWorking Capital Statement and the Commingled Receviables Valuation (the "ACCEPTANCE NOTICE") or notice of its dispute of the Working Capital Statement or the Commingled Receivables Valuation (a "DISPUTE NOTICE"). In the event of such a dispute by Buyer, unless Purchaser Buyer shall promptly notify Seller in writing of its disagreement with any each disputed item, specifying the amount included therein or omitted therefromthereof in dispute and setting forth, in which casereasonable detail, if the parties basis for such dispute, as promptly as practicable, but in no event later than 30 days, following delivery of the Closing Balance Sheet to Buyer. If Buyer delivers an Acceptance Notice or fails to give a Dispute Notice within the prescribed time period, Buyer will be deemed to have accepted Seller's determination of Net Working Capital and the Commingled Receivables Valuation as final. In the event Buyer timely delivers a Dispute Notice, Seller and Buyer shall attempt to reconcile the parties' differences. If Seller and Buyer are unable to resolve the disputed items reach a resolution within ten (10) Business Days of the 20 days after receipt by Seller of notice of such disagreementBuyer's Dispute Notice, such Seller and Buyer shall submit the items remaining in dispute for resolution to a mutually acceptable accounting firm that neither Seller nor Buyer has retained at any time since December 31, 2000 (such accounting firm being referred to herein as the "INDEPENDENT ACCOUNTING FIRM"), which firm shall, within 30 days after such submission, determine and only report to Seller and Buyer upon such remaining disputed items) , and such report shall be determined by a nationally recognized independent accounting firm selected by mutual agreement final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be shared equally between Seller and PurchaserBuyer. (d) The Working Capital Statement and the Commingled Receivables Valuation shall be deemed final for purposes of this Section 2.4 upon the earliest of (i) the failure of Buyer to deliver a Dispute Notice within 30 days of Seller's delivery of the Working Capital Statement and the Commingled Receivables Valuation, (ii) resolution of all disputes, pursuant to Section 2.4(c), by Buyer and Seller, or (iii) resolution of all disputes, pursuant to Section 2.4(c), by the Independent Accounting Firm. Within 10 days after the Working Capital Statement and the Commingled Receivables Valuation being deemed final (the "ADJUSTMENT DATE"), a Purchase Price adjustment shall be made as follows: (i) in the event that Net Working Capital as of the Closing Date is less than $8,750,000, then the Purchase Price shall be reduced by an amount equal to the shortfall, and such determination FURTHER REDUCED by the amount of the Commingled Receivables Valuation; (ii) in the event that the Net Working Capital as of the Closing Date is greater than $10,000,000, then the Purchase Price shall be final increased by an amount equal to the excess thereof, less the amount of the Commingled Receivables Valuation; (iii) in the event that the Net Working Capital as of the Closing Date is an amount (A) equal to or greater than $8,750,000 and binding. Such accounting firm (B) equal to or less than $10,000,000, then there shall be instructed no Net Working Capital related adjustment to resolve the disputed items Purchase Price, however the Purchase Price shall be reduced by the amount of the Commingled Receivables Valuation. The result of the calculations in any of clauses (i), (ii), or (iii) above shall be referred to as the "ADJUSTED PURCHASE PRICE." If the Adjusted Purchase Price is greater than the Purchase Price (such amount being the "EXCESS"), then Buyer shall remit to Seller in immediately available funds (i) an amount equal to the Excess and (ii) the amount of the Receivables Holdback. If the Adjusted Purchase Price is less than the Purchase Price (such amount being the "SHORTFALL"), then Buyer shall retain the Receivables Holdback, and: (A) if the Shortfall is equal to or exceeds the Receivables Holdback, then Seller and Datex, jointly and severally, shall pay to Buyer in immediately available funds an amount equal to the difference between (x) the Shortfall and (y) the Receivables Holdback. (B) if the Shortfall is less than the Purchase Price by an amount less than the Receivables Holdback, then Buyer shall pay to Seller in immediately available funds an amount equal to the difference between (x) the Shortfall and (y) the Receivables Holdback. (e) Solely in connection with the preparation of the Closing Balance Sheet and calculations of Net Working Capital and the Commingled Receivables Valuation: (i) Buyer shall give Seller and its accountants reasonable access to the books and records of the Company, and shall cause employees of Buyer and the Company to cooperate with Seller and provide Seller with all information reasonably requested, all after receiving reasonable notice from Seller of its requirements and reaching agreement as to mutually convenient times for review, it being understood that the purpose of this subsection is to make it possible for Seller to fulfill its obligation to deliver the Working Capital Statement and the Commingled Receivables Valuation within ten 45 days of the Closing Date; and (10ii) Business Days of engagementSeller and Buyer, to the extent reasonably practicable. The fees of any such accounting firm within their respective control, shall be divided equally between Seller give to each other and Purchaser. (c) On their agents access to the work papers and other materials and documents used or before 12:00 noon, Eastern time, on produced in connection with the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date preparation of the resolution of Working Capital Statement and the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentCommingled Receivables Valuation.

Adjustment of Purchase Price. The Purchase Price shall be adjusted and Parent shall pay to Buyer on a dollar-for-dollar basis to the extent the Buyer is unable to collect the value of Accounts Receivable (anet of any reserves therefor on Parent’s consolidated balance sheet as of May 31, 2008 or any additional reserves accrued up to the Closing Date in accordance with Parent’s general policy for accounts receivable reserves and in a manner consistent with prior practice (or as otherwise disclosed on Schedule 3.3)) within 180 days after the Closing Date. On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar 181st day following the Closing Date, Buyer agrees to transfer any uncollected Accounts Receivable to Parent, and Parent agrees to pay to Buyer the full amount of any uncollected Accounts Receivable (net of any reserves therefor on Parent’s consolidated balance sheet as of May 31, 2008 or any additional reserves accrued up to the Closing Date in accordance with Parent’s general policy for accounts receivable reserves and in a manner consistent with prior practice (or as otherwise disclosed on Schedule 3.3)) in immediately available United States Dollars by wire transfer to a bank account designated by Buyer. In calculating the aggregate amount of uncollected Accounts Receivable, the following protocol shall apply: (i) payments referencing an invoice shall be credited against such invoice, (ii) payments that do not reference, but that are in the exact amount of an invoice (or the undisputed portion of an invoice) shall be credited to such invoice, and (iii) all other payments shall be credited to the oldest undisputed invoice. Buyer shall use its commercially reasonable best efforts to collect all Account Receivables. Uncollected Accounts Receivable and reserves therefor shall be determined based upon the aggregate amounts thereof that would be included on Parent’s consolidated balance sheet as of the Closing Date, rather than on a Seller-by-Seller basis. Buyer shall deliver to Purchaser the Final Closing Statement preserve and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth Sellers (in the Final Closing Statement. (bevent of any claim for payment by Buyer under this Section 3.3) The determination of the Adjusted Payment Amount shall be final all books and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, records relating to the extent reasonably practicable. The fees of Accounts Receivable and any such accounting firm shall be divided equally between Seller and Purchaserreserves therefor. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonAs soon as an audit of the Closing Date financial statements is complete, Eastern time, on the thirtieth (30th) calendar day following and in no event later than 90 days from the Closing Date, Seller shall the Shareholder will deliver to Purchaser the Final Buyer audited balance sheet and related financial statements of the Company as of the time of the Closing, prepared in conformity with GAAP applied on a consistent basis (and on a basis consistent with that of the Estimated Closing Statement Date Financial Statements) and certified by the chief executive officer and chief financial officer of the Company (the “Closing Date Financial Statements”). Within 5 business days of the delivery of the Closing Date Financial Statements, to the extent that the book value as shown in the Closing Date Financial Statements is different from the book value as shown on the Estimated Closing Date Financial Statements, the Buyer or the Shareholder, as the case may be, shall make available an appropriate payment to the work papers, schedules and other supporting data used by Seller as an adjustment to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementPurchase Price. (b) The determination As soon as an audit of the Adjusted Payment Amount shall be final Company’s financial statements as of March 31, 2007 is complete, and binding on in no event later than June 30, 2007, the parties hereto on Shareholder will deliver to the thirtieth (30th) calendar day after receipt by Purchaser Buyer audited balance sheet and related financial statements of the Final Closing StatementCompany as of March 31, unless Purchaser shall notify Seller 2007, prepared in writing of its disagreement conformity with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten GAAP applied on a consistent basis (10) Business Days and on a basis consistent with that of the receipt Estimated Closing Date Financial Statements and the Closing Date Financial Statements) and certified by Seller the chief executive officer and chief financial officer of notice the Company (the “March 2007 Financial Statements”). Within 5 business days of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days delivery of engagementthe March 2007 Financial Statements, to the extent reasonably practicable. The fees that the amount of any incurred insurance losses of the Company as of the Closing Date, as shown on the March 2007 Financial Statements, is different from the amount of the incurred insurance losses of the Company as of the Closing Date, as shown on the Closing Date Financial Statements, and to the extent that such accounting firm difference is attributable to losses incurred by the Company prior to the Closing Date and solely as a result of its insurance policy underwriting liabilities, the Buyer or the Shareholder, as the case may be, shall make an appropriate payment to the other as an adjustment to the Purchase Price; provided that (x) no adjustment to the Purchase Price pursuant to this paragraph (b) shall be divided equally between Seller and Purchaserrequired if the payment otherwise required by this paragraph (b) would be less than or equal to $300,000. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute Payments pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 paragraph (a) or (b) above shall be made contemporaneously in accordance with the foregoing paymentterms applicable thereto and without interest.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Stations shall be adjusted and allocated between Sellers and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Stations on or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following date preceding the Closing DateDate shall be for the account of Sellers, Seller and all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall deliver be for the account of Buyer. The net amount by which the Purchase Price is to Purchaser be increased or decreased in accordance with this Section is herein referred to as the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement"Adjustment Amount". (b) The Without limiting the generality of the foregoing: (i) Sellers shall receive a credit for the unapplied portion, as of Closing, of the security deposits made by Sellers under those Stations Agreements assumed by Buyer at Closing in accordance with SECTION 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount, if any, by which the fair market value of all advertising time required to be broadcast on the Stations on or after the Closing Date under the Trade Agreements exceeds by more than $250,000, the fair market value of the goods and services to be received on or after the Closing Date under the Trade Agreements. Sellers shall be given a credit in the amount, if any, by which the fair market value of the goods or services to be received on or after the Closing Date under the Trade Agreements exceeds by more than $250,000 the fair market value of any advertising time required to be broadcast on the Stations on or after the Closing Date. (iii) Buyer shall be given a credit equal to the amount of cash consideration that Sellers have not paid prior to the Closing Date for programming run by the Stations prior to the Closing Date. (iv) With respect to each vacation day or portion thereof earned but not taken before the Closing Date by the Stations' employees hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof. (v) An adjustment and proration shall be made in favor of Sellers for the amount, if any, of prepaid expenses, the benefit of which accrues to Buyer hereunder, and other current assets acquired by Buyer hereunder which are paid by Sellers to the extent such prepaid expenses and other current assets relate to the period after the Closing, provided that the credit given Sellers for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (vi) There shall be no proration for sick leave. (vii) There shall be no proration for any payments made by Interep to any of the Sellers in connection with obtaining the right to serve as the national sales representative of any of the Stations. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Sellers shall provide Buyer with a statement setting forth a detailed computation of Sellers' reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Buyer, the Purchase Price payable on the Closing Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, the Purchase Price payable on the Closing Date shall be increased by the amount of such preliminary Adjustment Amount. Within ninety (90) days after the Closing Date, Buyer shall deliver to Sellers in writing and in reasonable detail a good faith final determination of the Adjusted Payment Adjustment Amount determined as of the Closing Date ("Final Proration Notice"). Sellers shall assist Buyer in making such determination, and Buyer shall provide Sellers with reasonable access to the properties, books and records relating to the Stations for the purpose of determining the Adjustment Amount. Sellers shall have the right to review the computations and workpapers used in connection with Buyer's preparation of the Adjustment Amount. If Sellers disagree with the amount of the Adjustment Amount determined by Buyer, Sellers shall so notify Buyer in writing (the "Dispute Notice") within forty-five (45) days after the date of receipt of Buyer's Final Proration Notice, specifying in detail any point of disagreement; PROVIDED, HOWEVER, that if Sellers fail to notify Buyer in writing of Sellers' disagreement within such 45-day period, Buyer's determination of the Adjustment Amount, as indicated in the Final Proration Notice shall be final, conclusive and binding on Sellers and Buyer. After the receipt of any notice of disagreement, Buyer and Sellers shall negotiate in good faith to resolve any disagreements regarding the Adjustment Amount. If agreement is reached within forty-five (45) days after Buyer's receipt of the Dispute Notice, then upon reaching such agreement, Sellers shall pay to Buyer or Buyer shall pay to Sellers, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in SECTION 2.7(f). If agreement is not reached within such 30-day period, then the dispute resolutions of SECTION 2.7(e) shall apply. (e) If Sellers and their auditors and Buyer and its auditors do not, within the 30-day period specified in SECTION 2.7(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") which has not regularly provided services to either the Buyer or Sellers in the last three (3) years, which shall be knowledgeable and experienced in the operation of radio broadcasting stations, shall be selected by Sellers and Buyer to resolve the disputed items. If Sellers and Buyer do not agree on the Arbitrating Firm within five (5) days, the Arbitrating Firm shall be a nationally recognized accounting firm selected by lot (after excluding one firm designated by Sellers and one firm designated by Buyer). Buyer and Sellers shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjustment Amount and the basis for its determination. Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing StatementAdjustment Amount, unless Purchaser Sellers shall notify Seller pay to Buyer, or Buyer shall pay to Sellers, as the case may be, an amount equal to the difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in writing of its disagreement with any amount included therein or omitted therefrom, the Preliminary Adjustment Report. Any such payment shall be made as provided in which case, if the parties are unable to resolve the disputed items within ten SECTION 2.7(f). (10f) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute Any payments required under SECTION 2.7(d) OR (and only such itemse) shall be determined paid by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, wire transfer in immediately available funds to the extent reasonably practicable. The fees account of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, payee at a financial institution in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller United States and shall pay to Purchaser for all purposes constitute an amount in U.S. dollars equal adjustment to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentPurchase Price.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.subsection

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller Purchaser shall deliver pay $8,500,000 (Eight Million Five Hundred Thousand Dollars) of the Purchase Price to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSeller. (b) The determination Purchase Price shall be adjusted dollar-for-dollar for any reduction in, or increase in, the net worth of the Adjusted Payment Amount shall be final and binding Company (as defined hereinafter) between (i) the net worth of $1,996,000 (One Million, Nine Hundred Ninety-Six Thousand Dollars) stated on the parties hereto on Recast Balance Sheet (as hereinafter defined) and (ii) the thirtieth (30th) calendar day after receipt by Purchaser net worth of the Company as at the Closing Date as determined in accordance with the principles set forth in Section 2.3 (the "Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserNet Worth"). (c) Within 90 days after the Closing Date, financial statements as at the Closing Date (the "Closing Date Financial Statement") shall be prepared by the Purchaser (or the Purchaser shall cause the Company to prepare such Closing Date Financial Statement in accordance with this Section) pursuant to the principles set forth in Section 2.3. On or before 12:00 noonthe basis of the Closing Date Financial Statement, Eastern timePurchaser shall make a determination of the Final Net Worth of the Company (the "Purchaser's Net Worth Determination") and shall communicate it and the Closing Date Financial Statement to Seller in writing; the Closing Date Financial Statement, the Purchaser's Net Worth Determination, and Purchaser's communication thereof to Seller shall be accomplished within 90 days after Closing. If Seller disagrees with Purchaser's Net Worth Determination, Seller may so advise Purchaser within thirty days of receiving the Purchaser's Net Worth Determination, failing which the Purchaser's Net Worth Determination shall become the conclusive determination of the Final Net Worth of the Company as at the Closing Date. If Seller does advise Purchaser that he disagrees with Purchaser's Net Worth Determination, the Parties shall endeavor to reach agreement on the fifth (5th) Business Day after Final Net Worth of the Adjusted Payment Amount Company; in such a case the Seller may hire a certified public accountant of his own choosing to conduct an additional audit. If the Parties cannot agree on the Final Net Worth of the Company, an independent certified public accountant shall have become be selected by the Parties, and such independent certified public accountant's determination of the Final Net Worth of the Company shall be conclusive, final and binding or, in on both Parties. Any such independent certified public accountant's costs and fees shall be shared equally by the case of a dispute, the date of the resolution of the dispute pursuant Parties. (d) Subject to Section 3.3(b)16.3, if the Adjusted Payment Amount exceeds Final Net Worth of the Estimated Payment Amount, Seller shall pay to Purchaser an amount Company is in U.S. dollars equal to the amount excess of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount$1,996,000, Purchaser shall pay to Seller an amount in U.S. dollars equal the difference within 10 days after the conclusive determination pursuant to the amount provisions of Section 2.2(c) of the Final Net Worth of the Company; provided, however, that if such excessconclusive determination indicates the net worth of the Company to be less than 1,996,000 (One Million Nine Hundred Ninety-Six Thousand Dollars), plus interest on such excess amount from then Seller shall pay the Closing Date difference to but excluding Purchaser within 10 days. (e) When Purchaser shall have (i) made the payment datecalled for by Section 2.2(a), at the Federal Funds Rate. Any payments (ii) made any payment required by Section 3.4 2.2(d), and (iii) made any payment required by the last sentence of Section 16.4, Purchaser's entire obligation under this Agreement with respect to the Purchase Price shall be made contemporaneously with have been satisfied. (f) For the foregoing paymentpurposes of this Agreement, the term "Recast Balance Sheet" means the recast balance sheet of the Company as at September 30, 1995, as prepared by Geneva Capital Markets, Inc., which is attached hereto as Schedule 3.9(B).

Adjustment of Purchase Price. (a) On All income and expenses (including prepaid expenses) of the Facilities (including the Wayland Facility) shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., June 30, 2000 (the "Proration Date"). Such items to be prorated shall include: (i) Rents under the leases and Resident Agreements and other income, if any, including prepaid rents and security deposits; (ii) Utility charges, if any; (iii) Payments under service agreements assigned to Buyer, if any; (iv) Periodic charges or before 12:00 noonfees assessed by any governmental authority, Eastern time, on if any. (v) Food inventory; (vi) Supplies inventory; (vii) Pettx xxxh; (viii) Real estate and personal property taxes; and (ix) Payments under any leases of personal property used in connection with the thirtieth (30th) calendar day following operation of the Closing Date, Facilities. Buyer and Seller shall deliver prepare a schedule (the "Proration Schedule") at least three (3) days prior to Purchaser Closing, including: (i) the Final Closing Statement items listed above, (ii) any items which are customarily apportioned between a purchaser and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth seller in the Final Closing Statementlocalities in which the Facilities are located, and (iii) any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with regard to the Facilities. Notwithstanding the foregoing, Buyer's due diligence expenses (including the cost of preparing surveys and title insurance premiums) payable in connection with the transactions contemplated herein shall be paid by Buyer, provided that transfer taxes shall be paid in accordance with Section 9.4. (b) The determination of the Adjusted Payment Amount Any escrow accounts held by any utility companies, and any cash deposits made by Seller prior to Closing to secure obligations under contracts which will continue after Closing, shall be final and binding on either paid to the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseor, if the parties are unable assigned to resolve the disputed items within ten (10) Business Days of the receipt by Buyer, Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by receive a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of credit at Closing for any such accounting firm shall be divided equally between Seller and Purchaserdeposits. (c) On or before 12:00 noon, Eastern time, on The applicable Lessee shall receive all income from the fifth (5th) Business Day Facilities attributable to the period from and after the Adjusted Payment Amount Proration Date and Lessee and Buyer shall have become final be responsible for all expenses of the Facilities attributable to the period from and binding orafter the Proration Date. In the event Seller receives any payment from a resident for rent due for any period from and after the Proration Date, Seller shall forward such payment to the applicable Lessee. In addition, in the case of event Seller has received any pre-paid rent or any security deposits from a dispute, resident for any period from and after the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountProration Date, Seller shall pay to Purchaser an amount in U.S. dollars equal forward such pre-paid rent and or security deposits to the amount applicable Lessee. (d) The parties agree that any amounts which may become due under this Section 2.6 shall be paid at Closing as can best be determined. A post-Closing reconciliation of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 pro-rated items shall be made contemporaneously with by the foregoing parties sixty (60) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment.. Any additional amounts which may become

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.5 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementStatement are accurate. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller Purchaser and Purchaser, and such determination shall be final and bindingSeller. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller Purchaser and PurchaserSeller. (c) On or before 12:00 noon, Eastern timeTime, on the fifth third (5th3rd) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay refund to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon New Jersey time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon New Jersey time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds is greater than the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds is less than the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeAll income and expenses (including prepaid expenses) of the Property that are not the obligation of the Tenant under the Amended and Restated Lease Agreement shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the thirtieth date (30ththe “Proration Date”) calendar day following immediately preceding the Closing DateClosing. Such items to be prorated shall include, without limitation: (i) Rent and other payments under the Amended and Restated Lease Agreement; and (ii) Real property taxes. Buyer and Seller shall deliver prepare a proposed schedule (the “Proration Schedule”) prior to Purchaser Closing, that shall include the Final Closing Statement items listed above and shall make available any other applicable income and expenses with regard to the work papers, schedules Property. Seller and other supporting data used by Seller Buyer will use all reasonable efforts to calculate finalize and prepare agree upon the Final Closing Statement Proration Schedule at least two (2) business days prior to enable Purchaser to verify the amounts set forth in the Final Closing StatementClosing. (b) The determination of To the Adjusted Payment Amount extent not otherwise provided for under the Amended and Restated Lease Agreement, any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify either paid to Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseor, if the parties are unable assigned to resolve the disputed items within ten (10) Business Days of the receipt by Buyer, Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by receive a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of credit at Closing for any such accounting firm shall be divided equally between Seller and Purchaserdeposits. (c) On Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from Tenant for rent due for any period prior to the Proration Date or before 12:00 noonpayment of any other receivable of Seller, Eastern time, on Buyer shall forward such payment to Seller. (d) Buyer shall receive all income from and shall be responsible for all expenses of the fifth (5th) Business Day Property attributable to the period from and after the Adjusted Payment Amount shall have become final Proration Date, unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and binding or, in after the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountProration Date, Seller shall pay forward such payment to Purchaser an amount in U.S. dollars equal to the amount Buyer. (e) The parties agree that any amounts that may become due under this Section 2.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 pro-rated items shall be made contemporaneously by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.4 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation. (f) This Section 2.4 shall survive the foregoing paymentClosing.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe date preceding the Closing Date shall be for the account of Seller, Eastern timeand all such income and expenses attributable to the operation of the Station on and after the Closing Date shall be for the account of Buyer. The net amount by which the Purchase Price is to be increased or decreased in accordance with this Section is herein referred to as the "Adjustment Amount". (b) Without limiting the generality of the foregoing: (i) Seller shall receive a credit for the unapplied portion, as of Closing, of the security deposits made by Seller under those Station Agreements assumed by Buyer at Closing in accordance with Section 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount equal to the financial value (determined in accordance with generally accepting accounting principles) of all time required to be broadcast on the thirtieth Station on or after the Closing Date under the Trade Agreements, and Seller shall be given a credit (30th"Seller's Trade Credit") calendar day following for the financial value (determined in accordance with generally accepted accounting principles) of the goods and services to be received on or after the Closing Date under the Trade Agreements, provided that Seller's Trade Credit shall in no event exceed Buyer's Trade Credit; (iii) Buyer shall be given a credit equal to the amount or value of both cash and noncash consideration that Seller has not paid or provided prior to the Closing Date for programming run by the Station prior to the Closing Date. (iv) with respect to each vacation or portion thereof earned but not taken before the Closing Date by each Station employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof, including applicable payroll taxes. (v) The credit given Seller for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Seller shall deliver provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Purchaser Buyer, the Final Purchase Price payable on the Closing Statement Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, the Purchase Price payable on the Closing Date shall make available be increased by the work papersamount of such preliminary Adjustment Amount. Thereafter, schedules Seller and other supporting data used by its auditors and Buyer and its auditors shall have ninety (90) days after the Closing Date to review the Preliminary Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to calculate reach agreement on the final Adjustment Amount as of the Closing Date. If agreement is reached within ninety (90) days after the Closing Date, then upon reaching such agreement, Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and prepare (ii) the Final Closing Statement to enable Purchaser to verify the amounts set forth preliminary Adjustment Amount indicated in the Final Closing StatementPreliminary Adjustment Report. Any such payment shall be made as provided in Section 2.7(g). If agreement is not reached within such 90-day period, then the dispute resolutions of Section 2.7(e) shall apply. (be) If Seller and its auditors and Buyer and its auditors do not, within the 90-day period specified in Section 2.7(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") selected by Seller and Buyer shall resolve the disputed items. If Seller and Buyer do not agree on the Arbitrating Firm within five (5) days, the Arbitrating Firm shall be a nationally recognized accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. The Arbitrating Firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjusted Payment Adjustment Amount, the basis for its determination, whether Buyer's or Seller's written position as to the Adjustment Amount is closer to its own determination, and whether its own determination of the Adjustment Amount is within a range that (i) equals twenty percent (20%) of the absolute difference between the written positions of Buyer and Seller as to the Adjustment Amount and (ii) has a midpoint equal to the median of such written positions of Buyer and Seller (the "Mid-Range"). Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Adjustment Amount, Seller shall pay to Purchaser Buyer, or Buyer shall pay to Seller, as the case may be, an amount in U.S. dollars equal to the amount difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in Section 2.7(g). (f) If the Arbitrating Firm determines that the written position of such excessBuyer concerning the Adjustment Amount is closer to its own determination, plus interest on such excess amount from Seller shall pay the Closing Date fees and disbursements of the Arbitrating Firm in connection with its analysis. If the Arbitrating Firm determines that the written position of Seller concerning the Adjustment Amount is closer to but excluding its own determination, Buyer shall pay the payment date, at fees and disbursements of the Federal Funds Rate orArbitrating Firm in connection with its analysis. However, if the Estimated Payment Arbitrating Firm's determination of the Adjustment Amount exceeds is within the Adjusted Payment AmountMid-Range, Purchaser Seller and Buyer shall each pay to Seller an amount one-half of the fees and disbursements of the Arbitrating Firm in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. connection with its analysis. (g) Any payments required by under Section 3.4 2.7(d) or (e) shall be made contemporaneously with paid by wire transfer in immediately available funds to the foregoing paymentaccount of the payee at a financial institution in the United States and shall for all purposes constitute an adjustment to the Purchase Price.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. Any cost or obligation related to any Permitted Lien shall also be included as part of the adjustment and allocation between Buyer and Seller. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this SECTION 2.6 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within forty five (45) days following the Closing Date, Seller or such later date as shall deliver be mutually agreed to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts Buyer. The Adjustment List shall set forth in the Final Closing Statement. (b) The determination of Adjustment Amount. If the Adjusted Payment Adjustment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by is a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, credit to the extent reasonably practicable. The fees account of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountBuyer, Seller shall pay such amount to Purchaser an amount in U.S. dollars equal Buyer, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and Buyer, whose decision shall be final. The fees and expenses of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 accountants shall be made contemporaneously with paid by the foregoing paymentparty who does not prevail on the disputed matters decided by the accountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b4.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 4.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within ninety (30th90) calendar day days following the Closing Date, Seller shall the Purchaser will prepare or cause to be prepared and deliver to the Seller Representative a calculation of the Net Working Capital, the Closing Date Indebtedness, the Change of Control Payments, the Transaction Expenses and the final Closing Adjustment Amount (the “Preliminary Closing Adjustment Statement”). The Purchaser shall permit the Final Closing Statement Seller Representative and shall make available his representatives to have reasonable access to the books, records and other documents (including work papers, schedules and other supporting data ) pertaining to or used by Seller to calculate and prepare in connection with the Final preparation of the Preliminary Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Adjustment Statement. (b) The determination Seller Representative shall have twenty (20) days following receipt of the Adjusted Payment Amount Preliminary Closing Adjustment Statement during which to notify the Purchaser of any dispute of any item contained in the Preliminary Closing Adjustment Statement, which notice shall set forth in reasonable detail the basis for such dispute (the “Disputed Items”). If the Seller Representative does not notify the Purchaser of any Disputed Items within such twenty (20) day period, the Preliminary Closing Adjustment Statement shall be deemed to be the Final Closing Adjustment Statement. The Purchaser and the Seller Representative shall cooperate in good faith to resolve any Disputed Items as promptly as possible, and upon such resolution, the Final Closing Adjustment Statement shall be prepared in accordance with the agreement of the Purchaser and the Seller Representative. (c) If the Purchaser and the Seller Representative are unable to resolve any Disputed Items within fifteen (15) days (or such longer period as the Purchaser and the Seller Representative shall mutually agree in writing) of notice of a dispute, the Parties shall engage an independent accounting firm mutually agreeable to the Purchaser and the Seller Representative (the “Arbitrator”) to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the parties hereto Parties. The Arbitrator shall only decide the specific items under dispute by the Parties, and its decision for each of the Disputed Items must be within the range of values assigned to each such item in the Preliminary Closing Adjustment Statement and the Disputed Items, respectively, and the Arbitrator shall further limit its review to whether the Preliminary Closing Adjustment Statement or any component thereof contained mathematical errors and to whether the Preliminary Closing Adjustment Statement or any component thereof was calculated in accordance with this Agreement. The Parties shall cooperate in good faith to assist the Arbitrator in connection with its work and to provide any information reasonably requested by the Arbitrator in connection therewith as promptly as possible. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days of its engagement. The expenses of the Arbitrator shall be paid by the Seller Parties, on the thirtieth one hand, and the Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller Parties or the Purchaser, respectively, bears to the aggregate amount actually contested by or on behalf of the Seller Parties and the Purchaser. The calculation of the Net Working Capital as finally determined pursuant to this Section 1.4 is referred to herein as the “Final Closing Adjustment Statement” and the amount of the Closing Adjustment Amount set forth on the Final Closing Adjustment Statement is referred to herein as the “Final Closing Adjustment Amount.” (30thd) calendar day Within five (5) Business Days after receipt by Purchaser the determination of the Final Closing StatementAdjustment Statement in accordance with this Section 1.4, unless (i) if Estimated Closing Adjustment Amount is greater than the Final Closing Adjustment Amount (such difference being referred to herein as the “Adjustment Surplus”), then (A) the Purchaser and the Seller Representative shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if issue joint written instructions to the parties are unable Escrow Agent to resolve release the disputed items within ten (10) Business Days of entire Adjustment Escrow Fund to the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserSellers, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve (B) the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Sellers, pro rata in accordance with the ownership percentages set forth on Schedule 1.1, an amount in U.S. dollars equal to the Adjustment Surplus, or (ii) if the amount of the Final Closing Adjustment Amount is greater than the Estimated Closing Adjustment Amount (such excessdifference being referred to herein as the “Adjustment Deficit”), plus interest on such excess then the Purchaser and the Seller Representative shall issue joint written instructions to the Escrow Agent to release (A) an amount equal to the Adjustment Deficit from the Closing Date Adjustment Escrow Fund to but excluding the payment datePurchaser, at and (B) the Federal Funds Ratebalance, if any, of the Adjustment Escrow Fund (after release to the Purchaser of the amount set forth in the preceding clause (ii)(A)) to the Sellers, pro rata in accordance with the ownership percentages set forth on Schedule 1.1; provided, however, if the Adjustment Escrow Fund is less than the Adjustment Deficit (such shortfall being referred to herein as the “Adjustment Escrow Shortfall”), then (x) the Purchaser and the Seller Representative shall issue joint written instructions to the Escrow Agent to release the entire Adjustment Escrow Fund to the Purchaser and (y) the Seller Parties shall pay to the Purchaser an amount equal to the Adjustment Escrow Shortfall. Any payments payment required by under this Section 3.4 1.4(d) shall be made contemporaneously with by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the foregoing paymentSeller Representative or the Purchaser, as applicable, at least three (3) Business Days prior to the applicable payment date and shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes.

Adjustment of Purchase Price. (a) On Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Seller (i) an audited consolidated balance sheet (the "Closing Balance Sheet") of Targets as of the Closing --------------------- Date, and (ii) a statement (the "Working Capital Statement") derived from ------------------------- the Closing Balance Sheet of the Working Capital of Targets as of the Closing Date ("Purchaser's Estimated Final Working Capital"). The Closing ------------------------------------------- Balance Sheet and the Working Capital Statement shall be prepared in accordance with GAAP consistently applied in accordance with the Statement of Accounting Principles. In connection with the Closing Balance Sheet and Working Capital Statement, Purchaser shall prepare and furnish to Seller a schedule (the "Closing Schedule") showing the difference, if any, between ---------------- the Estimated Working Capital and the Purchaser's Estimated Final Working Capital. Any Indebtedness of the Targets as of the Closing Date (excluding indebtedness under the KEDFA Bond) that was not included in the Estimated Working Capital or before 12:00 noondid not otherwise reduce the Initial Purchase Price shall be treated, Eastern timewithout duplication, as a current liability for purposes of calculating the Final Working Capital. The Inventory shall be valued in accordance with GAAP consistent with past practice based on the thirtieth (30th) calendar day a physical count taken by Purchaser and observed by Seller immediately following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination Seller shall have 60 days from the date of receipt of the Adjusted Payment Amount Closing Balance Sheet, the Working Capital Statement and the Closing Schedule to review the Closing Balance Sheet, the Working Capital Statement and the Closing Schedule and to agree or disagree as to the Purchaser's Estimated Final Working Capital reflected thereon. The Purchaser's Estimated Final Working Capital shall be final conclusive and binding on upon the parties hereto on unless and to the thirtieth (30th) calendar extent Seller shall, within such 60 day after receipt by period, deliver a written objection to Purchaser which shall specify in reasonable detail the nature of the Final objection and the basis therefor, and a computation of the Working Capital of Targets as of the Closing StatementDate asserted by Seller (collectively, unless the "Objection"). Upon Purchaser's receipt of the Objection, --------- Purchaser and Seller shall notify Seller negotiate in writing of its disagreement with any amount included therein or omitted therefromgood faith to resolve the Objection, in which case, if event the parties are unable to resolve Closing Balance Sheet and the disputed items within ten (10) Business Days computation of the receipt by Seller Working Capital, as amended to the extent necessary to reflect the resolution of notice of such disagreementthe Objection, such items in dispute (and only such items) shall be determined conclusive and binding upon the parties. If the Objection cannot be resolved by such negotiation within 20 days after Purchaser's receipt of the Objection, Purchaser may cause the Closing Balance Sheet, the Working Capital Statement, the Closing Schedule, the Objection and all accounting work papers related thereto (collectively, the "Determination Materials"), to be submitted to a nationally recognized independent ----------------------- accounting firm (the "Accounting Arbitrator") selected by mutual agreement between Seller the Purchaser and Purchaser--------------------- reasonably acceptable to the Seller, provided that the Accounting Arbitrator shall not be engaged in providing services to the Seller, the Purchaser or any of their Affiliates. The Accounting Arbitrator shall review the Determination Materials and shall determine any disputed items, which may not be outside the range of the Working Capital reflected on the Closing Balance Sheet and the Working Capital Statement asserted in the Objection, and such notify the parties of its determination within 30 days following the receipt of the Determination Materials, which determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableconclusive. The fees and expenses of any such accounting firm the Accounting Arbitrator shall be divided shared equally between by Seller and Purchaser.. All determinations pursuant to this Section 2.4(b) shall be in writing and shall -------------- be delivered to the parties hereto. The Working Capital of the Targets as of the Closing Date as agreed or determined pursuant to this Section 2.4(b) -------------- shall be the "Final Working Capital". --------------------- (c) On or before 12:00 noonThe Initial Purchase Price, Eastern timeas adjusted pursuant to this Section 2.4(c), shall be the "Purchase Price," which shall be -------------- -------------- allocated pro rata to the US Label Shares, Canada Label Shares and UK Label Shares based on the fifth (5th) Business Day after Purchase Price Allocation. If the Adjusted Payment Amount shall have become final and binding or, in Estimated Working Capital exceeds the case of a disputeFinal Working Capital, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excessPurchaser as a reduction to the Initial Purchase Price, plus in the manner and with interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.as provided in Sections 2.4(d) and --------------- 2.4

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 60 days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Sellers’ Representative: (i) the Closing Statement Date Financial Statements prepared in accordance with GAAP consistent with the methodology used in the Annual Unaudited Financial Statements; (ii) the calculation of the Closing Cash, Closing Indebtedness, Closing Transaction Expenses and shall make available the work papersClosing Working Capital, schedules and other supporting data in a manner consistent with the method used by Seller to calculate and prepare the Final items as delivered by the Sellers’ Representative under Section 2.2(b) based on such Closing Statement to enable Purchaser to verify Date Financial Statements; and (iii) the amounts set forth in calculation of the Final Purchase Price (collectively, the “Closing StatementCalculation”). (b) The determination Sellers shall provide the Purchaser and its Representatives access, upon every reasonable request, to all work papers and accounting books and records relating to the Acquired Entities in the possession of the Adjusted Payment Amount shall be final and binding on Sellers or their Representatives, to assist the parties hereto on Purchaser in the thirtieth (30th) calendar day after receipt by Purchaser preparation of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserCalculation. (c) On or before 12:00 noon, Eastern time, on After delivery of the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Calculation, the date Purchaser shall provide the Sellers’ Representative access, upon every reasonable request, to all work papers of the resolution Purchaser, accounting books and records of the dispute pursuant Acquired Entities and the appropriate personnel to Section 3.3(b)verify the accuracy, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal presentation and other matters relating to the amount Closing Calculation and the preparation of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal Financial Statements. (d) The Sellers’ Representative may object to the amount of such excess, plus interest on such excess amount Closing Calculation by written notice from the Closing Date Sellers’ Representative to but excluding the payment datePurchaser within thirty (30) days following receipt thereof, at which notice shall specify in reasonable detail, to the Federal Funds Rate. Any payments required by Section 3.4 extent possible, those items or amounts as to which the Sellers’ Representative objects (the “Objection Notice”) and the Parties shall be made contemporaneously with the foregoing payment.deemed to have agreed upon all other items and amounts contained in such Closing Calculation which are not impacted by items or amounts objected to in the

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin thirty (30) days after delivery of the Closing Date Schedule to Seller pursuant to Section 1.2 hereof, Eastern timeor, if disputed, within ten (10) days after the final resolution of such dispute pursuant to Section 1.2(c), the Purchase Price shall be adjusted as follows. For the purposes of this adjustment, Pro Forma Working Capital shall mean the working capital of the Company calculated in the same manner as the working capital on the thirtieth Financial Statements described in Section 2.1(f) hereof, except as noted in Section 2.1(f) of the Disclosure Schedule, but shall include all indebtedness of the Company (30thincluding indebtedness to Seller existing on the Effective Date) calendar day following without regard to whether such indebtedness is classified as working capital under United States generally accepted accounting principles ("GAAP"). To the extent there is a liability which Seller has assumed or agreed to indemnify Buyer for, the accrual for such item shall not be counted in the determination of the Pro Forma Working Capital on the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate Schedule. (b) The determination of the Adjusted Payment Amount shall be final and binding If Pro Forma Working Capital as set forth on the parties hereto on Closing Date Schedule exceeds $4,145,000, the thirtieth (30th) calendar day after receipt by Purchaser of Purchase Price will be increased by, and Buyer will pay to Seller, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexcess. (c) On or before 12:00 noon, Eastern time, If Pro Forma Working Capital as set forth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Date Schedule is less than $4,145,000, the date of the resolution of the dispute pursuant to Section 3.3(b)Purchase Price will be decreased by, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, and Seller shall will pay to Purchaser an amount in U.S. dollars equal to Buyer, the amount of such excessdeficiency. (d) All payments to be made pursuant to this Section shall (i) be made by wire transfer of immediately available funds to an account designated by the recipient at least two business days prior to the transfer, plus except that payments of less than $10,000 may be made by check subject to collection and (ii) be accompanied by a payment of interest thereon at the "Prime Rate" from time to time in effect on such excess amount from the Closing Date to but excluding until paid. As used in this Agreement, "Prime Rate" means the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars rate of interest equal to the amount "Prime Rate" reported from time to time in the "Money" column of The Wall Street Journal, and ----------------------- shall change from time to time effective with any changes in the reporting of such excess, plus interest on such excess amount from the rate. The Closing Date to but excluding the payment date, Schedule shall value currency at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with rate of 1.058 Euro to the foregoing paymentUS Dollar.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementStatement are accurate. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally or regionally recognized independent accounting firm selected by mutual agreement between Seller Purchaser and Purchaser, and such determination shall be final and bindingSeller. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller Purchaser and PurchaserSeller. (c) On or before 12:00 noon, Eastern timeTime, on the fifth third (5th3rd) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay refund to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Shareholders the Net Book Value Schedule and its calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon. The Net Book Value Schedule shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth be prepared in the Final Closing Statementaccordance with GAAP. (b) The Shareholders shall have thirty (30) days following receipt of the Net Book Value Schedule delivered pursuant to Section 1.5(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Net Book Value Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Net Book Value Deficit or the Net Book Value Surplus, if any, based thereon shall be final and binding on the parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the Net Book Value Schedule delivered pursuant to Section 1.5(a) shall constitute the Final Net Book Value Schedule and the Purchaser’s calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding upon the parties. (c) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Net Book Value Schedule delivered pursuant to Section 1.5(a) within thirty (30) calendar days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, Ernst & Young LLP (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Net Book Value Schedule as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Net Book Value Schedule and the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding on the parties hereto to this Agreement. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee shall be shared equally by the Shareholders on the thirtieth one hand and the Purchaser on the other hand. (30thd) calendar day after receipt by Purchaser Within five (5) Business Days following the determination of the Final Closing StatementNet Book Value Schedule, unless if there is a Net Book Value Deficit, the Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to deduct the amount of such excessdeficit from the Holdback Amount and shall pay any remainder of the Holdback Amount allocated pro-rata to the Shareholders pursuant to the allocations set forth on Exhibit C to this Agreement. If the Holdback Amount is not sufficient to cover the amount of such deficit, plus interest on the Seller Notes shall be reduced by the amount of such excess amount from deficit, such reduction to be allocated pro rata among the Closing Date Seller Notes in accordance with the allocations set forth on Exhibit C to but excluding this Agreement. If there is a Net Book Value Surplus, the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Shareholders the Holdback Amount together with an additional amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentNet Book Value Surplus.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided herein, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section 2.7, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Buyer within five (b5) The determination Business Days following presentation of the Adjusted Payment Adjustment List to Seller, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller within five (5) Business Days following presentation of the Adjustment List to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and Buyer and Seller cannot within thirty (30) days resolve the disagreement themselves, the parties will refer the disagreement to a Big Six accounting firm other than one that regularly represents either party, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On Except as provided in the LMA, all operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made ----------- in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noonAt least three (3) Business Days prior to the Closing, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser (x) the Final Closing Statement Flow of Funds Memorandum and shall make available a statement (the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final “Preliminary Closing Statement.”) setting forth, as applicable, the Seller’s and the Company’s good faith estimate of (i) the Working Capital as of the Reference Time (the “Estimated Working Capital”), (ii) the Cash as of the Reference Time (the “Estimated Cash”), (iii) the Estimated Seller Expenses, (iv) the Estimated Closing Indebtedness, and (v) the resulting calculation of the Estimated Purchase Price, and (x) reasonable supporting information in preparation of the estimates of each component of the Estimated Purchase Price or, with respect to Company Transaction Expenses, invoices or (b) The As soon as practicable, and in any event within one hundred (100) calendar days after the Closing, Purchaser shall prepare or cause to be prepared and delivered to the Seller a statement (the “Closing Statement”) setting forth Purchaser’s calculations of (i) Working Capital as of the Reference Time (which for such purpose shall not be reduced by the Post-Closing Stale Receivables referenced in subparagraph (v) below), (ii) Closing Cash, (iii) Final Closing Indebtedness, (iv) Final Seller Expenses, (v) the amount of Post-Closing Stale Receivables, (vi) the final Purchase Price based on the foregoing amounts and accompanied by reasonably detailed supporting calculations and documentation and (vii) a schedule including Purchaser’s determination of the Adjusted Payment Amount Closing Stale Receivables and the Post-Closing Stale Receivables, as well as a detailed description of any changes to the A/R Credits identified on the A/R Credit Schedule. The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. (c) Purchaser shall, and shall cause the Company to, grant the Seller and its authorized representatives reasonable access to all such papers and documents and all such personnel as it or its representatives may reasonably request, and the Seller shall have up to forty- five (45) days after receiving the Closing Statement to review the Closing Statement (the “Review Period”). The Seller shall deliver notice to Purchaser on or prior to the expiration of the Review Period specifying in reasonable detail all disputed items and the basis therefor. If the Seller fails to deliver such notice by such date, the Seller and the Principal Seller Members shall have waived their right to contest the Closing Statement. If the Seller notifies Purchaser of any objections to the Closing Statement, the parties shall, within twenty (20) Business Days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount shall be final and binding on for all purposes under this Agreement. (d) If at the conclusion of the Resolution Period the parties hereto have not reached an agreement on any objections with respect to the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless then all amounts and issues remaining in dispute shall be submitted by the Seller and Purchaser to the Independent Accountants for a determination resolving such amounts and issues. All fees and expenses relating to the work, if any, to be performed by the Independent Accountants shall notify be borne by Purchaser and the Seller in writing the proportion that the aggregate dollar amount of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, submitted to the extent reasonably practicable. The fees of any Independent Accountants by such accounting firm shall be divided equally between Seller and Purchaser. party that are unsuccessfully disputed by such party (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.as

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Promptly following the Closing Date, but in no event later than 90 days after the Closing Date, Purchaser shall, at its expense and to the extent requested with the assistance of Seller, prepare and submit to Seller a statement setting forth, in reasonable detail, the consolidated Net Assets of the Company and the Company Subsidiaries as of the close of business on the Closing Date (the "Proposed Final Net Asset Amount"). In the event Seller disputes the correctness of the Proposed Final Net Asset Amount, Seller shall deliver to notify Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromobjections within 30 days after receipt of Purchaser's calculation of the Proposed Final Net Asset Amount and shall set forth, in which casewriting and in reasonable detail, if each of the parties reasons for Seller's objections. If Seller fails to deliver such notice of objections within such time, Seller shall be deemed to have accepted Purchaser's calculation. Purchaser and Seller shall endeavor in good faith to resolve any disputed matters within 20 days after Purchaser's receipt of Seller's notice of objections. If Purchaser and Seller are unable to resolve the disputed items within ten matters, Purchaser and Seller shall select a nationally known independent accounting firm (10which firm shall not be the then regular auditors of Purchaser, Seller or the Company) Business Days of to resolve the receipt by Seller of notice of such disagreement, such items matters in dispute (in a manner consistent with Section 2.5(b)), including the appropriate amount of interest, if any, due on the disputed amounts (determined in accordance with Section 2.5(c) or Section 2.5(d), as the case may be), and only the determination of such itemsfirm in respect of the correctness of each matter remaining in dispute shall be conclusive and binding on Purchaser and Seller. The consolidated Net Assets of the Company and the Company Subsidiaries as of the close of business on the Closing Date, as finally determined pursuant to this Section 2.5(a) (whether by failure of Seller to deliver notice of objection, by agreement of Purchaser and Seller or by determination of the independent accountants selected as set forth above), is referred to herein as the "Final Net Asset Amount." (b) The Proposed Final Net Asset Amount and the Final Net Asset Amount shall be determined by in accordance with GAAP and in a nationally recognized independent manner consistent with the accounting firm selected by mutual agreement between Seller principles, policies, practices and Purchasermethods utilized in the preparation of the Opening Balance Sheet, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve as disclosed in the disputed items within ten (10) Business Days of engagement, notes to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserOpening Balance Sheet. (c) On or before 12:00 noonIf the Final Net Asset Amount is greater than $141,606,454, Eastern timethe excess shall be paid to Seller by Purchaser by wire transfer in immediately available funds to an account of Seller designated in writing within two Business Days of the date on which the Final Net Asset Amount is finally determined, together with simple interest thereon during the period commencing on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final Closing Date and binding or, in the case of a dispute, ending on the date of payment (the resolution "Interest Period") at a rate equal to LIBOR during such Interest Period. Any payment due Seller under this Section 2.5(c) shall be made on or before the fifth Business Day following the date on which the Final Net Asset Amount is finally determined. (d) If the Final Net Asset Amount is less than $141,606,454, the deficiency shall be paid to Purchaser by Seller in immediately available funds to an account of Purchaser designated in writing within two Business Days of the dispute date on which the Final Net Asset Amount is finally determined, together with simple interest thereon during the Interest Period at a rate equal to LIBOR during such Interest Period. Any payment due Purchaser under this Section 2.5(d) shall be made on or before the fifth Business Day following the date on which the Final Net Asset Amount is finally determined. (e) Subject to any applicable privileges (including, without limitation, the attorney-client privilege and the work product privilege), Purchaser shall make available to Seller and, upon request, to the independent accountants selected pursuant to Section 3.3(b2.5(a), if the Adjusted Payment Amount exceeds books, records, documents and work papers underlying the Estimated Payment preparation of the statement of the Proposed Final Net Asset Amount. Subject to any applicable privileges (including without limitation, the attorney-client privilege and work product privilege), Seller shall pay make available to Purchaser an amount in U.S. dollars equal and, upon request, to the amount independent accountants selected pursuant to Section 2.5(a), the books, records, documents and work papers created or prepared by or for Seller in connection with the review of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate orProposed Final Net Asset Amount. (f) The fees and expenses, if any, of the Estimated Payment Amount exceeds the Adjusted Payment Amount, accounting firm selected to resolve any disputes between Purchaser shall pay to and Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by accordance with Section 3.4 2.5(a) shall be made contemporaneously with the foregoing paymentpaid one-half by Purchaser and one-half by Seller.

Adjustment of Purchase Price. (a) On or before 12:00 noon, noon Eastern time, Time on the thirtieth fifteenth (30th15th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement and as may be reasonably requested by Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the “Adjusted Payment Amount”) by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth fifteenth (30th15th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm, as estimated by such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. Seller and Purchaser agree to fully cooperate with and provide any information requested by such accounting firm. (c) On or before 12:00 noon, noon Eastern time, time on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than forty-five (30th45) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to the Member Representative a statement (the “Preliminary Adjustment Schedule”), which sets forth the Purchaser’s calculation of (i) the Net Working Capital, (ii) the Net Working Capital Surplus, if any, or the Net Working Capital Deficit, if any, (iii) Closing Date Cash, (iv) Closing Date Indebtedness, (v) Transaction Expenses and (vi) the Adjustment Amount; provided, that if the Purchaser does not deliver the Final Closing Statement Preliminary Adjustment Schedule within such forty-five (45) day period, the Adjustment Amount shall be deemed to be the Net Working Capital Escrow Amount. During the period of the preparation of the Preliminary Adjustment Schedule, upon reasonable prior notice, the Members and the Member Representative shall make available cooperate with the work papersPurchaser and its authorized representatives, schedules and other supporting data used including by Seller to calculate and prepare providing on a timely basis information reasonably requested in connection with the Final Closing Statement to enable Purchaser to verify preparation of the amounts set forth in the Final Closing StatementPreliminary Adjustment Schedule. (b) The determination Member Representative shall have thirty (30) days following receipt of the Adjusted Payment Amount Preliminary Adjustment Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Adjustment Schedule, which notice shall set forth in reasonable detail the basis for such dispute, including the line items in dispute and the amount so disputed for each such line item. During the period of the preparation of such notice of dispute, upon reasonable prior notice, the Purchaser shall provide the Member Representative and its authorized representatives with reasonable access, during normal business hours, to the relevant books, records, facilities, employees and accountants of the Purchaser and its Subsidiaries (including the Company and its Subsidiaries) and otherwise cooperate with the Member Representative and its authorized representatives, including by providing on a timely basis information reasonably requested in connection with the preparation of such notice. (c) If the Member Representative does not notify the Purchaser of any such dispute within such thirty (30) day period, the Preliminary Adjustment Schedule shall be deemed to be the Final Adjustment Schedule. (d) If the Member Representative notifies the Purchaser of any such dispute within such thirty (30) day period, the Purchaser and the Member Representative shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Adjustment Schedule shall be prepared in accordance with the agreement of the Purchaser and the Member Representative. (e) If the Purchaser and the Member Representative are unable to resolve any dispute regarding the Preliminary Adjustment Schedule within fifteen (15) days (or such longer period as the Purchaser and the Member Representative shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all items disputed by the Members in the Member Representative’s dispute notice shall be resolved by, an independent nationally recognized accounting firm mutually agreed upon by the Purchaser and the Member Representative (such accounting firm so selected, the “Arbitrator”). Such resolution shall be final and binding on the parties hereto Parties. The Purchaser and the Member Representative shall instruct the Arbitrator to make a final determination of Closing Date Cash, Closing Date Indebtedness, Transaction Expenses, Net Working Capital, the Net Working Capital Deficit, if any, or the Net Working Capital Surplus, if any, and the Adjustment Amount based solely on the thirtieth (30th) calendar day after receipt by Purchaser items that are in dispute and not on the basis of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefroman independent review and that, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, resolving such items in dispute and in determining Closing Date Cash, Closing Date Indebtedness, Transaction Expenses, Net Working Capital, the Net Working Capital Deficit, if any, or the Net Working Capital Surplus, if any, and the Adjustment Amount, the Arbitrator shall not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, or (B) less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand. The Parties shall cooperate with the Arbitrator to facilitate its resolution of the disputed items, including by providing such information, data, work papers and only such itemsaccess to books and records, personnel and accountants as the Arbitrator may request. The Parties shall instruct the Arbitrator to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Arbitrator (1) shall be borne by the Member Representative in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Member Representative (as finally determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller the Arbitrator) bears to the aggregate dollar amount of such items so submitted and Purchaser, and such determination (2) shall be final and bindingborne by the Purchaser in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Member Representative (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. Such accounting firm If any disputes are submitted to the Arbitrator pursuant to this Section 3.6(e), the Final Adjustment Schedule shall be instructed to resolve prepared in accordance with the disputed items within ten (10) Business Days decision of engagementthe Arbitrator and, to the extent reasonably practicable. The fees applicable, the agreement of any such accounting firm shall be divided equally between Seller the Purchaser and Purchaserthe Member Representative. (cf) On or before 12:00 noon, Eastern time, on the fifth Within five (5th5) Business Day after Days following the Adjusted Payment determination of the Final Adjustment Schedule in accordance with this Section 3.6: (i) If the Adjustment Amount shall have become final and binding or, in the case of a disputeis positive, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Purchaser shall pay to the Members the Adjustment Amount, net of applicable withholding taxes, if any, by wire transfer or delivery of immediately available funds and in accordance with the Closing Date Payment Statement. Upon payment of such Adjustment Amount by the Purchaser to the Members, the Purchaser shall be fully released and discharged of any obligation to the Members with respect to payment of the Adjustment Amount, and the Purchaser and the Member Representative shall deliver a joint written instruction to the Escrow Agent to release the balance of the Net Working Capital Escrow to the Members. (ii) To the extent the Adjustment Amount is negative, (A) the Purchaser shall be entitled to payment of the Adjustment Amount, first out of the Net Working Capital Escrow Amount and, if such Net Working Capital Escrow Amount is unavailable, exhausted or insufficient to pay in full the Adjustment Amount, then out of the Indemnity Escrow Amount, and (B) the Purchaser and the Member Representative shall deliver a joint written instruction to the Escrow Agent to pay to the Purchaser such Adjustment Amount and to pay to the Members any remaining portion of the Net Working Capital Escrow Amount. (iii) Any payments made pursuant to this Section 3.6(f) will be deemed to be adjustments for Tax purposes to the Purchase Price. In addition, any payment made pursuant to this Section 3.6(f) shall include an additional amount in U.S. dollars of simple interest equal to the amount of interest that such excesspayment would have earned had it earned interest at the rate per annum of the WSJ Prime Rate as reported in the Wall Street Journal on the Closing Date, plus interest on such excess amount from the Closing Date to but excluding through the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount date of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than seven (30th7) calendar day following Business Days prior to the Closing Date, Seller Warnaco shall deliver to Purchaser a statement setting forth the Final amount of Cash and Cash Equivalents expected to be outstanding as of the close of business on the Business Day immediately preceding the Closing Statement and Date (the "Estimated Closing Cash"). The statement of Estimated Closing Cash shall make available be prepared in accordance with the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementaccounting principles stated as Exhibit D hereof. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth No later than seven (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (107) Business Days prior to the Closing Date, Warnaco shall deliver to Purchaser a statement setting forth the amount of Closing Liabilities expected to be outstanding as of the receipt by Seller close of notice business on the Business Day immediately preceding the Closing Date (the "Estimated Closing Liabilities"). The statement of such disagreement, such items in dispute (and only such items) Estimated Closing Liabilities shall be determined by a nationally recognized independent prepared in accordance with the accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten principles stated as Exhibit D hereof. (10c) No later than seven (7) Business Days prior to the Closing Date, Warnaco shall deliver to Purchaser a statement setting forth the amount of engagementthe difference between the expected Closing Net Working Capital (the "Estimated Closing Net Working Capital") and the Target Closing Net Working Capital (the "Estimated Closing Net Working Capital Adjustment"). This statement shall be prepared in accordance with the accounting principles stated as Exhibit D hereof. (d) Within ninety (90) days after the Closing Date, Warnaco shall prepare and deliver to Purchaser statements setting forth the actual Closing Cash, Closing Liabilities and Closing Net Working Capital (the "Statement"). The Statement shall be prepared in accordance with the accounting principles stated as Exhibit D hereof. Exhibit J sets out an illustrative calculation of the Estimated Closing Net Working Capital. Purchaser shall provide Warnaco and its representatives with reasonable access, during normal business hours, to the facilities, personnel and accounting records of the Business, to the extent reasonably practicablenecessary to permit Warnaco to prepare the Statement. (e) Warnaco and Purchaser shall have sixty (60) days after the delivery of the Statement during which to review such Statement. The fees Unless either party notifies the other in writing within such sixty (60) day period of any good faith objection to any such Statement, specifying in reasonable detail the items and amounts subject to such objection (the "Disputed Items"), the Statement to which no such objection shall have been so made shall be conclusive and binding on Warnaco and Purchaser. If, within such sixty (60) day period, a party notifies the other in writing of any such objection, then the parties shall use reasonable efforts for sixty (60) days after the expiration of such initial sixty (60) day period to resolve in good faith their differences and agree upon any adjustments to the Statement, as the case may be. Any Disputed Item which are not resolved by the mutual agreement of Purchaser and Warnaco within such sixty (60) day period shall be submitted for resolution to an internationally recognized independent certified public accounting firm that may be mutually acceptable to Warnaco and Purchaser (the "Independent Accounting Firm"). If the Independent Accounting Firm shall have refused its mission and Warnaco and Purchaser shall not have succeeded within a ten (10) day period in naming a mutually acceptable replacement, either party shall be divided equally between Seller and Purchaserentitled to request the designation of an Independent Accounting Firm by the President of the Commercial Court (Tribunal de commerce) of Paris. (ci) On Purchaser and Warnaco shall each provide access to all business records or before 12:00 noondocuments in its respective possession, Eastern time, on custody or control that the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, other party believes in the case of a dispute, the date of good faith to be relevant to the resolution of any disputed amount; and, (ii) Purchaser and Warnaco shall provide access for examination to any current employee, advisor or agent that the dispute pursuant other party believes in good faith to have information relevant to any disputed amount. Any delay in providing such access shall toll the respective periods set forth above. For purposes of Section 3.3(b)3.3 hereof, if the Adjusted Payment Amount exceeds amounts agreed or determined following the Estimated Payment Amount, Seller procedures set forth in this Section shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from constitute the Closing Date to but excluding the payment dateLiabilities, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding Cash and the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentClosing Net Working Capital Adjustment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not less than three (30th3) calendar day following business days prior to the Closing Date, Seller shall deliver to Purchaser Buyer an estimate of the Final Closing Statement and shall make available Date Net Current Asset Value (as determined pursuant to clause (d) below) of Seller as of the work papersTime of Closing, schedules and other supporting data used by Seller determined on an accrual basis in accordance with generally accepted accounting principles ("GAAP"), consistently applied (the "Estimated Closing Date Net Current Asset Value"). To the extent that the Estimated Closing Date Net Current Asset Value is less than zero, such difference (the "Estimated Closing Date Net Current Asset Value Deficiency") will be deducted from the Closing Date Payment to calculate and prepare the Final Closing Statement be paid to enable Purchaser to verify the amounts set forth in the Final Closing StatementSeller. (b) The As promptly as practicable (but in no event later than thirty (30) days after the Closing Date), Seller shall deliver to Buyer a balance sheet of Seller dated as of the close of business on the Closing Date (the "Closing Date Balance Sheet") and an accompanying closing statement (the "Closing Statement") reasonably detailing Seller's determination of the Adjusted Payment Amount Closing Date Net Current Asset Value of Seller and the Book Asset Value (as defined in clause (d) below) of Seller. For purposes of this Section 3.3, the Closing Date Balance Sheet shall be: (i) prepared as if it were a year-end balance sheet (including typical year-end adjustments customarily made by Seller); (ii) prepared in accordance with GAAP, applied on a basis consistent with that used to prepare the balance sheet included in the Audited Statements using the accrual basis method; provided, however, the Closing Date Balance Sheet shall not be final required to be audited; and binding on (iii) in a format identical to the parties hereto on balance sheet included in the thirtieth (30th) calendar day after receipt by Purchaser Audited Statements. The accounting procedures used to prepare the Closing Date Balance Sheet shall include the taking of the Final Closing Statement, unless Purchaser shall notify Seller in writing a physical inventory as of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of days immediately preceding the receipt by Seller of notice Closing Date (the "Inventory Test Date") and a subsequent adjustment to reflect sales which occur during the period beginning on the Inventory Test Date and ending on the Closing Date. Buyer and its independent public accountant shall be entitled to observe the taking of such disagreement, physical inventory. During such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementday period, to the extent reasonably practicable. The fees of any such accounting firm Buyer and its accountants shall be divided equally between permitted to discuss with Seller and Purchaser. (c) On or before 12:00 noonits accountants the proposed Closing Date Balance Sheet and, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final provided Buyer executes and binding or, delivers a letter agreement in the case form of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.Exhibit 3.3

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made ----------- in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noonAs soon as practicable, Eastern time, on the thirtieth but in any event within sixty (30th60) calendar day following days after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer a statement of the Final Closing Statement and Net Working Capital (the "Preliminary Working Capital Schedule"). Such statement shall make available be prepared in accordance with the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDivisional Accounting Policies consistently applied. (b) The determination Buyer shall have sixty (60) days following receipt of the Adjusted Payment Amount Preliminary Working Capital Schedule during which to notify Seller in writing of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. In the event Buyer does not notify Seller in writing of any such dispute within such 60-day period, the Preliminary Working Capital Schedule shall be deemed to be the "Final Working Capital Schedule." In the event that Buyer does notify Seller of a dispute within such 60-day period, Buyer and Seller shall cooperate in good faith to resolve such dispute as promptly as possible, and if such dispute is resolved, the Final Working Capital Schedule shall be prepared in accordance with the agreement of Buyer and Seller with respect thereto. (c) In the event Buyer and Seller are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by Deloitte or a nationally recognized accounting firm selected by Buyer and Seller (such identified accounting firm or, if applicable, the firm so selected, the "Arbitrator"). Such resolution shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and bindingparties. Such accounting firm The Arbitrator shall be instructed to resolve the disputed items use commercially reasonable efforts to complete its work within ten thirty (1030) Business Days days following its engagement. Each of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserBuyer shall pay one-half of the expenses of the Arbitrator. (cd) On or before 12:00 noonSeller, Eastern time, on Buyer and their respective accountants and other representatives shall fully cooperate with the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, other in the case of a dispute, the date preparation and review of the resolution of the dispute pursuant Preliminary Working Capital Schedule including, without limitation, by providing access to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal accountant's work papers relevant to the amount of such excessPreliminary Working Capital Schedule, plus interest on such excess amount from as well as the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentbooks and records related thereto.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Stockholder Representative a draft balance sheet of the Company as of the time of the Closing Statement (the “Closing Balance Sheet”), which Closing Balance Sheet shall include a good faith calculation of each of the Closing Date Net Working Capital, the Working Capital Surplus, if any, and shall make available the work papersWorking Capital Deficit, schedules and other if any, along with reasonable supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementdocumentation. (b) The determination Stockholder Representative shall have thirty (30) days following receipt of the Adjusted Payment Amount Closing Balance Sheet during which to notify the Purchaser of any dispute of any item contained in the Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute. At any time within such thirty (30)-day period, the Stockholder Representative shall be entitled to agree with any or all of the items set forth in the Closing Balance Sheet. (c) If the Stockholder Representative does not notify the Purchaser of any such dispute within such thirty (30)-day period, or notifies the Purchaser of its agreement with the adjustments in the Closing Balance Sheet prior to the expiration of the thirty (30)-day period, the Closing Balance Sheet prepared by the Purchaser shall be deemed to be the “Final Balance Sheet,” and shall be final, conclusive and binding on the Parties and the Holders. (d) If the Stockholder Representative notifies the Purchaser of any such dispute within such thirty (30)-day period, the Closing Balance Sheet shall be resolved as follows: (i) The Purchaser and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as possible. (ii) In the event the Purchaser and the Stockholder Representative are unable to resolve any such dispute within fifteen (15) days (or such longer period as the Purchaser and the Stockholder Representative shall mutually agree in writing) of notice of such dispute, such dispute and each Party’s work papers related thereto shall be submitted to, and all issues having a bearing on such dispute shall be resolved by the Arbitrator. The Arbitrator’s resolution shall be final and binding on the parties hereto Parties, be based solely on presentations of the Purchaser and the Stockholder Representative and not on the thirtieth Arbitrator’s independent review, and shall be limited to only those matters in dispute. The Purchaser and the Stockholder Representative shall use commercially reasonable efforts to cause the Arbitrator to complete its work within thirty (30th30) calendar day after receipt by Purchaser days following its engagement. The fees, costs and expenses of the Final Arbitrator shall be paid one-half by the Purchaser and one-half by the Holders. (e) The Purchaser and the Stockholder Representative jointly shall modify the Closing StatementBalance Sheet and the calculations of the Closing Date Net Working Capital, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which casethe Working Capital Surplus, if any, and the parties are unable Working Capital Deficit, if any, as appropriate to resolve reflect the disputed items resolution of the Stockholder Representative’s objections (as agreed upon by the Purchaser and the Stockholder Representative or as determined by the Arbitrator) and deliver the Closing Balance Sheet and such calculations to the Stockholder Representative within ten (10) Business Days days after the resolution of such objections. Such revised balance sheet shall be deemed to be the “Final Balance Sheet,” and shall be final, conclusive, and binding on the Parties. (f) For purposes of determining the information on the Final Balance Sheet, the Parties may take into consideration all facts and circumstances which are known prior to the final determination of the receipt by Seller of notice of such disagreementFinal Balance Sheet. (g) If there is a Working Capital Deficit reflected on the Final Balance Sheet then: (i) if the Working Capital Deficit is less than the Working Capital Escrow Amount, such items in dispute within five (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (105) Business Days after the Purchaser’s delivery of engagementthe Final Balance Sheet to the Stockholder Representative, the Purchaser and the Stockholder Representative shall jointly instruct the Escrow Agent to deliver, in immediately available funds by wire transfer or check from the Escrow Account: (A) first, to the extent reasonably practicable. The fees Purchaser, the Working Capital Deficit; and (B) then to the Paying Agent, for distribution to the Closing Common Stockholders in accordance with their respective Pro Rata Percentages, the amount equal to the difference between the Working Capital Escrow Amount minus the Working Capital Deficit; or (ii) if the Working Capital Deficit is equal to or greater than the Working Capital Escrow Amount, within five (5) Business Days after the Purchaser’s delivery of any such accounting firm the Final Balance Sheet to the Stockholder Representative, the Purchaser and the Stockholder Representative shall jointly instruct the Escrow Agent to deliver to the Purchaser all of the funds in the Working Capital Escrow Account, in immediately available funds by wire transfer or check from the Escrow Account; provided that in no event shall the Purchaser be divided equally between Seller and Purchaserpaid an amount in excess of the funds available in the Working Capital Escrow Account, regardless of the Working Capital Deficit amount. (ch) On or before 12:00 noon, Eastern time, If there is a Working Capital Surplus reflected on the fifth Final Balance Sheet then within five (5th5) Business Day Days after the Adjusted Payment Amount shall have become final and binding Purchaser’s delivery of the Final Balance Sheet to the Stockholder Representative (or, in if the case of a disputeStockholder Representative has objected to such Final Balance Sheet, the date of the resolution determination of the dispute Final Balance Sheet pursuant to Section 3.3(b3.10(e)), if (i) the Adjusted Payment Amount exceeds Purchaser shall deliver the Estimated Payment Amount, Seller shall pay to Purchaser an amount Working Capital Surplus in U.S. dollars equal immediately available funds by wire transfer or check to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal Paying Agent for distribution to the amount of such excessHolders in accordance with their respective Pro Rata Percentages; and (ii) the Purchaser and the Stockholder Representative shall instruct the Escrow Agent to immediately deliver to the Paying Agent, plus interest on such excess amount from for distribution to the Closing Date to but excluding Holders in accordance with their respective Pro Rata Percentages, the payment date, at the Federal Funds Rate. Any payments required Working Capital Escrow Amount in immediately available funds by Section 3.4 shall be made contemporaneously with the foregoing paymentwire transfer or check.

Adjustment of Purchase Price. (ai) On or before 12:00 noonAt the Closing, Eastern timeInConcert shall deliver to Buyer a balance sheet of the InConcert Business as of the Closing Date (the "Closing Balance Sheet"). Using the Closing Balance Sheet and the Balance Sheet (as defined in Section 2.4), on InConcert shall prepare and deliver to Buyer within two weeks ----------- after the thirtieth (30th) calendar day following Closing Date a calculation of any change in net assets of the InConcert Business from the date of Balance Sheet to the Closing Date. The Closing Balance Sheet and the calculation of any change in net assets shall be prepared using generally accepted accounting principles ("GAAP") consistently applied. If the net assets of InConcert as of the Closing Date shall not exceed the amount of liabilities reflected on the Balance Sheet by at least $600,000 (a "Shortfall"), Seller the Purchase Price shall be reduced by the amount of such Shortfall (a "Purchase Price Reduction"). (ii) If Buyer objects to InConcert's calculation of any Shortfall, then, within two weeks after the delivery to Buyer of such calculation, Buyer shall deliver to Purchaser InConcert a written notice describing in reasonable detail Buyer's objections to InConcert's calculation (an "Objection Notice"). If Buyer shall not have delivered an Objection Notice to InConcert within such two week period, or if Buyer earlier informs InConcert that it accepts InConcert's calculation of any Shortfall, then InConcert's calculation shall be binding and conclusive on Buyer. If Buyer delivers an Objection Notice to InConcert, and if Buyer and InConcert are unable to agree upon the Final Closing Statement and calculation of the Shortfall, within thirty (30) days after an Objection Notice is delivered to InConcert, the dispute shall make available the work papers, schedules and other supporting data used be finally settled by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) a mutually acceptable independent accounting firm. The determination by the independent accounting firm of the Adjusted Payment Amount Shortfall shall be final conclusive and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser hereto. Buyer and InConcert shall each bear and pay one-half of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice fees and other expenses of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserfirm. (ciii) On or before 12:00 noon, Eastern time, on the fifth Within three (5th3) Business Day business days after the Adjusted Payment Amount final determination of any Shortfall in accordance with Section 1.2(b)(ii), InConcert -------------- shall have become final deliver to Buyer any Purchase Price Reduction by wire transfer in accordance with Buyer's instructions. (iv) If, subsequent to the Closing Date, Buyer shall collect amounts due under the Software License and binding orMaintenance and Support Agreement dated March 31, 1999 between InConcert and UUNet Tech., Inc. (the "UUNet Amount") in accordance with the case terms and conditions of a disputesuch agreement, Buyer shall remit the date lesser of the resolution of Shortfall or the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment UUNet Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. Notwithstanding the foregoing, each of the payments of the Purchase Price described above shall be subject to the following reductions and adjustments: (ai) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 45 days of the Closing Date, Seller shall Stepxx xxxll deliver to Purchaser a balance sheet (the Final "Closing Statement and Balance Sheet") of Stepxx xx of the Closing Date. The Closing Balance Sheet shall make available be audited, at Purchaser's expense, by the work papersaccounting firm of Chassin Levixx Xxxex & Company. If retained earnings reflected on the Closing Balance Sheet are less than $1,577,000, schedules and other supporting data used the Stepxx Xxxreholders shall pay to Stepxx xxx amount by Seller to calculate and prepare which retained earnings is less than $1,577,000. If retained earnings reflected on the Final Closing Statement to enable Purchaser to verify Balance Sheet are greater than $1,577,000, then Stepxx xxxll pay Stepxx Xxxreholders the amounts set forth in the Final Closing Statementamount by which retained earnings exceeds $1,577,000. (bii) The determination If Purchaser disagrees with the Closing Balance Sheet, it shall, within 30 days after receipt of the Adjusted Payment Amount shall be final and binding on Closing Balance Sheet, give written notice ("Purchaser's Objection") to the parties hereto on Stepxx Xxxreholders setting forth the thirtieth (30th) calendar day after receipt by Purchaser basis of the Final Closing Statement, unless Purchaser shall notify Seller Purchaser's Objection in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementreasonable detail and, to the extent reasonably practicable, the adjustments to the Closing Balance Sheet which Purchaser believes should be made. Failure to so notify the Stepxx Xxxreholders shall constitute acceptance and approval of the Closing Balance Sheet. If the Stepxx Shareholders agree that any change proposed by Purchaser is appropriate, the change shall be made to the Closing Balance Sheet. If the proposed change is in dispute by the Stepxx Shareholders, then Purchaser and the Stepxx Xxxreholders shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of 30 days following the date on which Purchaser gives Stepxx Shareholders notice of any proposed change, any such proposed change still remains disputed, then a major accounting firm mutually acceptable to Purchaser and Stepxx Xxxreholders (the "Accounting Firm") shall be engaged to resolve any remaining disputes. If the Stepxx Xxxreholders and Purchaser fail to reach agreement on the Accounting Firm, then each party shall appoint an expert and the two experts shall select the Accounting Firm. The Accounting Firm shall determine, based solely on independent review of material it deems appropriate, only those issues still in dispute. The Accounting Firm's determination shall be made within 30 days following the date on which the dispute is submitted and shall be final, binding and conclusive. The fees and any expenses of any such accounting firm the Accounting Firm shall be divided shared equally between Seller by the Stepxx Xxxreholders and Purchaser. (ciii) On or before 12:00 noonOnce the Accounting Firm makes a final determination of retained earnings, Eastern time, on the fifth (5thany amount due under this Section 1.3(a) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal be remitted to the amount of such excess, plus appropriate party along with interest on such excess amount from the Closing Date to but excluding the payment datedate calculated at a rate equal to the prime rate (Chase Manhattan Bank) less 1%. (b) Subject to the provisions of subsection (c) of this Section 1.3, at the Federal Funds Rate orFirst Anniversary Payment, the Second Anniversary Payment and the Third Anniversary Payment will be reduced and adjusted as follows: (i) If Stepxx'x XXXTDA (as hereinafter defined) for Year 1 (as hereinafter defined) is less than $3,900,000, the First Anniversary Payment shall be reduced by the amount of $1.00 for each $1.00 that Stepxx'x XXXTDA is less than $3,900,000; provided, however that such First Anniversary Payment shall not be reduced below $2,400,000. (ii) If Stepxx'x XXXTDA for Year 2 (as hereinafter defined) is less than $3,900,000, the Second Anniversary Payment shall be reduced by the amount of $1.00 for each $1.00 that Stepxx'x XXXTDA is less than $3,900,000; provided, however that such Second Anniversary Payment shall not be reduced below $2,400,000. (iii) If Stepxx'x XXXTDA for Year 3 (as hereinafter defined) is less than $3,900,000, the Third Anniversary Payment shall be reduced by the amount of $1.00 for each $1.00 that Stepxx'x XXXTDA is less than $3,900,000; provided, however that such Third Anniversary Payment shall not be reduced below $2,400,000. (c) Notwithstanding the foregoing, if Stepxx'x XXXTDA during Year 2 or Year 3 is greater than $3,900,000, the Estimated amount of such excess will offset any reduction in Purchase Price resulting from Stepxx'x EBITDA being below $3,900,000 for any prior or subsequent Year, and will reduce the amount of any reduction in Purchase Price taken in accordance with subsection (b) of this Section 1.3. For example, if Stepxx'x XXXTDA in Year 1 is $3,500,000 and in Year 2 is $4,400,000, the $400,000 reduction in the First Anniversary Payment Amount exceeds taken as a result of the Adjusted Payment Amount, Purchaser shall pay to Seller an amount deficit in U.S. dollars equal Year 1 will be recouped in Year 2 up to the amount of such excessthe excess in Year 2, plus interest on and the amount of the Second Anniversary Payment will be $4,500,000. As a further example, if Stepxx'x XXXTDA in Year 1 is $3,500,000, in Year 2 is $3,800,000, and in Year 3 is $4,800,000, the combined deficit of $500,000 in Year 1 and Year 2 will be recouped as a result of the excess in Year 3, and the Third Anniversary Payment will be $4,500,000. (d) Payment of the Second Anniversary Payment and/or the Third Anniversary Payment under Section 1.2(b), 1.2(c) and 1.2(d) above will be accelerated in the event Stepxx'x XXXTDA during Year 1 or Year 2 is greater than $3,900,000, as described below: (i) If Stepxx'x XXXTDA for Year 1 is in excess of $3,900,000, the amount of such excess will be paid together with the First Anniversary Payment of $4,000,000 provided that the total amount from paid on the Closing First Anniversary Date shall not exceed $12,000,000. Such excess payment will result first in a reduction in the amount of the Third Anniversary Payment and thereafter a reduction in the Second Anniversary Payment. (ii) If Stepxx'x XXXTDA for Year 2 is in excess of $3,900,000, the amount of such excess will be paid together with the Second Anniversary Payment; provided that the aggregate amount paid in both the First Anniversary Payment and the Second Anniversary Payment shall not exceed $12,000,000. (iii) In the event the First Anniversary Payment and/or the Second Anniversary Payment is in excess of $4,000,000, the Third Anniversary Payment will not exceed the remaining unpaid portion of the aggregate of $12,000,000 owed under Sections 1.2(b), 1.2(c) and 1.2(d) above. (e) Within 30 days after the First Anniversary Date, the Second Anniversary Date and the Third Anniversary Date, Purchaser shall prepare and deliver to but excluding Stepxx Xxxreholders a profit and loss statement (a "Profit and Loss Statement") for Stepxx (xxcluding Stepxx'x XXXTDA) for Year 1, Year 2 and Year 3, respectively. Stepxx Xxxreholders and their accounting firm shall be entitled to review the payment datebooks, at records, work papers and other documents used by Purchaser and its accountants in preparing the Federal Funds RateProfit and Loss Statements. Any payments required If Stepxx Xxxreholders disagree with the Profit and Loss Statement, they shall, within 30 days after receipt of such Profit and Loss Statement, give written notice ("Stepxx Xxxreholders' Objection") to Purchaser setting forth in reasonable detail the basis of the Stepxx Xxxreholders' Objection and, to the extent practicable, the adjustments to the Profit and Loss Statement which Stepxx Xxxreholders believe should be made. Failure to so notify Purchaser shall constitute acceptance and approval of the Profit and Loss Statement. If Purchaser agrees that any change proposed by Section 3.4 Stepxx Xxxreholders is appropriate, the change shall be made contemporaneously to the Profit and Loss Statement. If the proposed change is in dispute by Purchaser, then Purchaser and Stepxx Xxxreholders shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of 30 days following the date on which Stepxx Xxxreholders give Purchaser notice of any such proposed change, any such proposed change still remains disputed, then the Accounting Firm (selected in accordance with Section 1.3(a)(iii)) shall be engaged to resolve any remaining disputes. The Accounting Firm shall determine, based solely on independent review of material it deems appropriate, only those issues still in dispute. The Accounting Firm's determination shall be made within thirty (30) days following the foregoing paymentdate on which the dispute is submitted and shall be final, binding and conclusive. The fees and any expenses of the Accounting Firm shall be shared equally by Stepxx Xxxreholders and Purchaser. (f) Notwithstanding anything herein to the contrary, any amounts payable on the First, Second or Third Anniversary Date that are not being disputed pursuant to Section 1.3(e) or subject to Offset (as hereinafter defined) shall be paid within 60 days of the First, Second or Third Anniversary Date, respectively.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price payable to Seller shall be subject to adjustment, Eastern timeto reflect, in accordance with generally accepted accounting principles, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of Seller's Systems for any period prior to such time on the thirtieth Closing Date are for the account of Seller, and all revenues and refunds, and all costs, expenses and liabilities (30thother than liabilities and obligations under contracts or other obligations of Seller that Buyer does not assume) calendar attributable to the operation of Seller's Systems from and after such time on the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price payable to Seller pursuant to this Section 3.3(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of the Assets or the Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; (B) the sum of 99% of the book value of all subscriber accounts receivable that are outstanding as of the Closing Date and no part of which other than $5.00 is more than sixty (60) days past due (with an account being past due one day following after the first day of the period to which the applicable billing relates); plus 95% of the book value of all advertising and other accounts receivable that are outstanding as of the Closing Date and no part of which other than $5.00 is more than ninety (90) days from the invoice date; and (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) the amount of all subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date with respect to Seller's Systems; (B) all accrued and unpaid expenses relating to the ownership or operation of Seller's Assets and Systems, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 3.3(a)(i)(A) above); (C) in the event that the number of Subscribers on the Closing Date for any of Seller's Systems is less than the Minimum Subscriber Number, the product of (i) $2,258.00 and (ii) the number of Subscribers by which the number of Subscribers served by Seller is less than the Minimum Subscriber Number as of the Closing Date; (D) with respect to any Retained Franchises (and the Retained Assets with respect thereto), shall be the product of (i) the number of Subscribers covered by such Retained Franchise as of the Closing Date, based on the Pre-Closing Certificate, as it may be modified to reflect the resolution of any pre-Closing disputes with respect thereto, and (ii) the Subscriber Adjustment Amount applicable to the Seller of such Retained Franchise and Assets. (E) with respect to employees of Seller hired by Buyer, accrued obligations for vacation and sick days, subject to Section 6.4(c); and Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used Buyer a certificate signed by Seller (the "Pre-Closing Certificate"), which shall specify Seller's good faith best estimate of the adjustments to calculate and prepare the Final Purchase Price payable to Seller required under this Section 3.3(a), calculated as of the Closing Statement Date. Within 90 days after the Closing Date, Buyer shall deliver to enable Purchaser Seller a certificate signed by Buyer (the "Post-Closing Certificate"), which shall set forth Buyer's final adjustments to verify the Purchase Price payable to Seller to be made as of the Closing Date pursuant to this Section 3.3(a), together with such documentation as may be necessary to support Buyer's determination thereof; and, thereafter, Buyer shall provide Seller with such other documentation relating to the Post-Closing Certificate as Seller may reasonably request. If Seller wishes to dispute the final adjustments to the Purchase Price to be made as of the Closing Date pursuant to this Section 3.3(a), as reflected in the Post-Closing Certificate, Seller shall, within thirty (30) days after its receipt of the Post-Closing Certificate, serve the Buyer with a written description of the disputed items together with such documentation as Buyer may reasonably request. If Seller notifies Buyer of its acceptance of the amounts set forth in the Final Post-Closing Statement. Certificate, or if Seller fails to deliver its report of any proposed adjustments within the thirty (b) The determination of 30)-day period specified in the Adjusted Payment Amount preceding sentence, the amounts set forth in the Post-Closing Certificate for Seller shall be conclusive, final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Buyer and Seller as of the Final Closing Statementlast day of such thirty (30) - day period. If Buyer and Seller cannot resolve any dispute within thirty (30) days after Buyer's receipt of Seller's written objection, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromBuyer and Seller, in which caseshall, if within the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice days following expiration of such disagreementthirty (30) - day period, appoint KPMG or such items in dispute (and only other independent public accounting firm of national reputation as is agreed upon by the parties to resolve the dispute, provided such items) firm is not the auditor for either Buyer or Seller. The cost of retaining such firm shall be determined borne one-half by a nationally recognized independent accounting Buyer and one-half by Seller. Such firm selected by mutual agreement between Seller shall report its determination in writing to the Buyer and PurchaserSeller, and such determination shall be final conclusive and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between binding on Buyer and Seller and Purchasershall not be subject to further dispute or review. (cb) On If, as a result of any resolution reached by Buyer and Seller, or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orany determination made by an accounting firm, in the either case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if Buyer is finally determined to owe any amount to Seller, or Seller is finally determined to owe any amount to Buyer, the Adjusted Payment Amount exceeds obligor shall pay such amount to the Estimated Payment Amountother party hereto within three (3) Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Seller or Seller shall pay to Purchaser an amount in U.S. dollars equal to the Buyer, as the case may be, the amount due such other party with respect to any item that is not in dispute within three (3) Business Days of such excess, plus interest the date on such excess amount from which a dispute no longer exists in immediately available funds to an account or accounts specified in writing by the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentobligee.

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin thirty (30) days after delivery of the Closing Date Schedule to Seller pursuant to Section 1.2 hereof, Eastern timeor, if disputed, within ten (10) days after the final resolution of such dispute pursuant to Section 1.2(c), the Purchase Price shall be adjusted as follows. For the purposes of this adjustment, Pro Forma Working Capital shall mean the working capital of the Company calculated in the same manner as the working capital on the thirtieth Financial Statement described in Section 2.1(g) hereof, except as noted in Section 2.1(g) of the Disclosure Schedule, but shall include all indebtedness of the Company without regard to whether such indebtedness is classified as working capital under United States and French generally accepted accounting principles (30th) calendar day following "GAAP"). To the extent there is a liability which Seller has assumed or agreed to indemnify Buyer for, the accrual for such item shall not be counted in the determination of the Pro Forma Working Capital on the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate Schedule. (b) The determination of the Adjusted Payment Amount shall be final and binding If Pro Forma Working Capital as set forth on the parties hereto on Closing Date Schedule exceeds $732,000, the thirtieth (30th) calendar day after receipt by Purchaser of Purchase Price will be increased by, and Buyer will pay to Seller, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexcess. (c) On or before 12:00 noon, Eastern time, If Pro Forma Working Capital as set forth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Date Schedule is less than $732,000, the date of the resolution of the dispute pursuant to Section 3.3(b)Purchase Price will be decreased by, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, and Seller shall will pay to Purchaser an amount in U.S. dollars equal to Buyer, the amount of such excessdeficiency. (d) All payments to be made pursuant to this Section shall (i) be made by wire transfer of immediately available funds to an account designated by the recipient at least two business days prior to the transfer, plus except that payments of less than $10,000 may be made by check subject to collection and (ii) be accompanied by a payment of interest thereon at the "Prime Rate" from time to time in effect on such excess amount from the Closing Date to but excluding until paid. As used in this Agreement, "Prime Rate" means the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars rate of interest equal to the amount "Prime Rate" reported from time to time in the "Money" column of The Wall Street Journal, and ----------------------- shall change from time to time effective with any changes in the reporting of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentrate.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (ai) On or before 12:00 noonIf the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”), Eastern time, on the thirtieth (30th) calendar day following the Closing Date, then Buyer and Seller shall deliver joint written instructions to Purchaser the Final Closing Statement Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and shall make available the work papersEscrow Agreement, schedules and other supporting data used by Seller to calculate and prepare (A) disburse the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser amount of the Final Post-Closing Statement, unless Purchaser shall notify Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by Xxxxx and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in writing of its disagreement with any amount included therein or omitted therefromthe Escrow Agreement (the “Seller Escrow Account”); provided, in which case, that if the parties are unable to resolve amount of such Final Post-Closing Adjustment exceeds the disputed items Adjustment Escrow Amount, within ten (10) five Business Days of the receipt final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by Seller which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of notice of such disagreementimmediately available funds to an account designated by Buyer in writing. (ii) If the Purchase Price is greater than the Estimated Purchase Price, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items then within ten (10) five Business Days of engagementthe final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the extent reasonably practicable. The fees Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of any such accounting firm shall be divided equally between the Seller and PurchaserParties) in accordance with the terms of the Escrow Agreement. (ciii) On Any post-Closing payment by Buyer or before 12:00 noonthe Seller Parties under this Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute including pursuant to this Section 3.3(b)2.7, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser be treated as an amount in U.S. dollars equal adjustment to the amount of such excessPurchase Price, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments unless a contrary treatment is required by Section 3.4 shall be made contemporaneously with the foregoing paymentApplicable Law.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (ba) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (cb) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. (a) On or before 12:00 noonIf the market closing price of 127,489 Class A shares of Johnson Outdoors, Eastern time, Inc. on the thirtieth business day immediately proxxxxxxx the Closing Date (30ththe "Class A Market Value") calendar day following is not $2,562,528.90 (the "Class A Purchase Price"), then within a reasonable period after the Closing Date, Purchaser and Seller agree the following will occur: (i) In the event the Class A Market Value exceeds the Class A Purchase Price, Purchaser shall deliver to Seller the difference between the Class A Market Value and the Class A Purchase Price paid on the Closing Date. (ii) In the event the Class A Purchase Price exceeds the Class A Market Value, Seller shall refund to Purchaser the Final difference between the Class A Purchase Price paid on the Closing Statement Date and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementClass A Market Value. (b) The determination Purchaser and Seller have selected Willamette Management Associates (the "Appraiser") to determine the fair market value of the Adjusted Payment Amount shall be final Option Assets consisting of Class B shares and binding Class B voting trust certificates on the parties hereto Closing Date (the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,021.10 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (i) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Seller the difference between the Appraised Value and the Estimated Fair Market Value paid on the thirtieth Closing Date. (30thii) calendar day after receipt by In the event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall refund to Purchaser of the Final difference between the Estimated Fair Market Value paid on the Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if Date and the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final and binding orClosing Date, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal as to the amount of such excesspurchase described in subparagraph (a) above, plus interest on such excess amount from or within a reasonable time after the Closing Date to but excluding Appraiser determines the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal Appraised Value as to the amount purchase described in subparagraph (b) above, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and the terms of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 20 days after the Closing Date, Xxxxxx Xxxxxxxx LLP shall prepare and deliver, at Buyer's expense, to Buyer and Seller a draft Closing Balance Sheet. If Buyer or Seller shall have any objections to the draft Closing Balance Sheet, such objecting party will deliver a detailed statement describing its objections to Purchaser the Final other party within 15 days after receiving the draft Closing Statement Balance Sheet. Buyer and shall make available Seller will use their reasonable best efforts to resolve any such objections. If a final resolution is not obtained within five business days after Seller or Buyer, as the work paperscase may be, schedules has received the statement of objections, Buyer and other supporting data used by Seller will select an accounting firm mutually acceptable to calculate them to resolve any remaining objections. If Buyer and prepare the Final Closing Statement Seller are unable to enable Purchaser to verify the amounts set forth in the Final Closing Statement.agree (b) The determination Xxxxxx Xxxxxxxx LLP will revise the draft Closing Balance Sheet as appropriate to reflect the resolution of Seller's or Buyer's objections (as agreed upon by the Adjusted Payment Amount parties or directed by such accounting firm) and deliver it to Buyer and Seller within five business days after the resolution of such objections. Such revised statement shall constitute the Closing Balance Sheet. (c) If Closing Net Working Capital is equal to or greater than $450,000, Buyer shall pay Seller the entire Working Capital Adjustment Holdback plus the amount, if any, by which Closing Net Working Capital exceeds $500,000. If Closing Net Working Capital is less than $450,000 but greater than ($50,000), Buyer shall pay Seller the Working Capital Adjustment Holdback less the amount, if any, by which Closing Net Working Capital is less than $450,000. If Closing Net Working Capital is less than ($50,000), Buyer shall retain the Working Capital Adjustment Holdback and Seller shall pay Buyer the amount by which Closing Net Working Capital is less than ($50,000). Any payment required by this subsection shall be final and binding on made within five days after the parties hereto on the thirtieth Closing Balance Sheet is finally determined. (30thd) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with If any amount included therein or omitted therefrom, in which case, if the parties unresolved objections are unable submitted to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent an accounting firm selected by mutual agreement between Seller for resolution as provided above, the fees and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days expenses of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller borne by the objecting party in proportion to the relative dollar amount of the objections of such party that are not approved by such accounting firm, and Purchaserany remaining fees and expenses shall be borne by the non-objecting party. (ce) On or before 12:00 noon, Eastern time, on Xxxxxx Xxxxxxxx LLP will make the fifth (5th) Business Day work papers used in preparing the draft Closing Balance Sheet available to Buyer and Seller at reasonable times and upon reasonable notice at any time after the Adjusted Payment Amount shall have become final draft Closing Balance Sheet is prepared and binding or, in the case of a dispute, the date of prior to the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously any objections with the foregoing paymentrespect thereto.

Adjustment of Purchase Price. (a1) On or before 12:00 noon, Eastern time, The Purchase Price shall be adjusted by the difference between the Tangible Net Worth of the Business as shown on the thirtieth Balance Sheet Analysis: Drives Portion as of August 27, 2000, as restated, a copy of which is set forth at Schedule 2.7 (30th"BASE BALANCE SHEET"), and the Tangible Net Worth of the Business as of the Closing Date. (2) calendar day following As soon as possible, but in no event later than 30 days after the Closing Date, Seller Purchaser shall prepare and deliver to Seller a balance sheet setting forth the assets, liabilities and Tangible Net Worth of the Business as of the Closing Date ("CLOSING BALANCE SHEET"), which Closing Balance Sheet shall be prepared in accordance with GAAP (except as set forth in Section 3.3) as historically applied by Seller and in a manner consistent with that used in the preparation of the Base Balance Sheet. Purchaser the Final Closing Statement and its authorized representatives and agents shall make available the work papers, schedules and other supporting data used be given full access by Seller to calculate all necessary and relevant information necessary to prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementBalance Sheet. (b3) The determination During the 45 days after Seller's receipt of the Adjusted Payment Amount Closing Balance Sheet, Seller shall be entitled to review and confirm the Closing Balance Sheet. During this review process, Seller and its authorized representatives and agents shall be given full access by Purchaser to all necessary and relevant information, including, but not limited to all Business Records, Employees and accountants of Purchaser necessary to confirm the information in the Closing Balance Sheet. If Seller does not object, in writing, to the Closing Balance Sheet within such 45 days, then the Closing Balance Sheet shall become final and binding on upon the parties hereto on and the thirtieth (30th) calendar day after receipt parties shall make the payment required by Purchaser Section 2.7(6). If Seller objects to the Closing Balance Sheet within such 45 days, then the Closing Date Balance Sheet shall not become final and binding upon the parties until a resolution of the Final Closing Statement, unless dispute specified in the notice is reached in accordance with Section 2.7(4) or Section 2.7(5). (4) Purchaser and Seller shall notify negotiate in good faith and use their best efforts to resolve any objection within the 30 days following the written notice. If Purchaser and Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days dispute with respect to the Closing Balance Sheet, then the parties shall submit the dispute to an independent auditor agreed upon by the parties no later than the 31st day, along with all information necessary to support their respective positions. The parties shall supply any information which the independent auditor may reasonably request, from time to time. Purchaser and Seller shall each pay 50 percent of the receipt fees and costs of the independent auditor for such determination. (5) The independent auditor shall have a maximum of 60 days to review all information provided by the parties and issue a written determination of its findings regarding the dispute with respect to the Closing Balance Sheet. All decisions made by the independent auditor shall become final, binding and non-appealable upon the parties and enforceable pursuant to Section 13.12. Purchaser and Seller of notice of each covenant not to contest such disagreementdecisions. (6) Within 10 days after the Closing Balance Sheet becomes final and binding upon the parties, such items in dispute (and only such items) the adjustment to the Purchase Price shall be determined paid in immediately available U.S. funds by a nationally recognized independent accounting firm selected wire transfer. Such adjustment shall be paid by mutual agreement between Purchaser to Seller and Purchaserif, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicablethat, the Tangible Net Worth on the Closing Balance Sheet exceeds the Tangible Net Worth on the Base Balance Sheet. The fees of any such accounting firm Such adjustment shall be divided equally between paid by Seller to Purchaser if, and Purchaser. (c) On or before 12:00 noonto the extent that, Eastern time, the Tangible Net Worth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount Base Balance Sheet exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to Tangible Net Worth on the amount of such excess, plus interest Closing Balance Sheet. Interest will accrue on such excess amount adjustment from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount a rate of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment7.5 percent per annum.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 45 days following the Closing Date, Seller the Buyer shall deliver to Purchaser the Final Seller a consolidated balance sheet of the Company and the Subsidiaries (the “Closing Balance Sheet”) and a calculation of the Purchase Price and the Working Capital (collectively, with the Closing Balance Sheet, the “Purchase Price Statement”) as of the end of the business day immediately preceding the Closing Date. The Purchase Price Statement shall be prepared and the Working Capital shall be determined on a consolidated basis in accordance with GAAP, except for the exceptions described on the GAAP Exceptions Schedule and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments and with respect to inventory, will include the book to physical difference calculated as set forth on the Inventory Procedures Schedule. The Parties agree that the purpose of preparing the Purchase Price Statement and determining the Working Capital contemplated by this Section 1.03 is to measure changes in the Working Capital, and hereby agree that there shall make available not be introduced any different accounting methods, principles, classifications or estimation methodologies from such accounting methods, principles, classifications or estimation methodologies used in calculating the work papers, schedules Minimum Working Capital and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts Maximum Working Capital as set forth in on the Final Closing StatementNet Working Capital Schedule1, for the purpose of preparing the Purchase Price Statement or determining the Working Capital. (b) The During the 30-day period immediately following the Seller’s receipt of the Purchase Price Statement, the Seller shall be permitted to review the Buyer’s working papers and the underlying accounting records related to the preparation of the Purchase Price Statement and determination of the Adjusted Payment Amount Purchase Price. The Buyer shall cooperate and provide prompt access to the Company’s books and records and relevant personnel (including third party consultants and 1 For the avoidance of doubt, the Post-1999 Inventory Saleability Reserve shall be calculated in accordance with the GAAP Exceptions Schedule. accountants), in each case as reasonably requested by the Seller in connection with the Seller’s review of the Purchase Price Statement. The Purchase Price Statement and Purchase Price shall become final and binding upon the Parties 30 days after the Seller’s receipt of the Purchase Price Statement, unless the Seller shall give written notice of its disagreement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Buyer, then the Purchase Price Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (defined below). During the 30 days following delivery of a Notice of Disagreement, the parties shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement the Buyer and its agents and representatives shall be permitted to review the Seller’s and its agents’ and representatives’ working papers relating to the Notice of Disagreement. (c) At the end of the 30-day period referred to above, either Buyer or Seller may retain Ernst & Young LLP to resolve all remaining disputed items, or if Ernst & Young LLP is unable or unwilling to act as the accounting firm to resolve the remaining disputed items, the Buyer and the Seller shall mutually select a nationally recognized accounting firm (other than the Buyer’s and the Company’s accountants prior to the Closing) (the “Accounting Firm”). The Parties shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) that remain in dispute. The Parties shall instruct the Accounting Firm to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the Purchase Price calculated with reference to the amounts that are in dispute. The Parties will cooperate with the Accounting Firm during the term of its engagement. The Parties shall also instruct the Accounting Firm to make its determination based solely on written submissions by the Buyer and the Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e. not on the basis of an independent review). The Accounting Firm may, at its discretion, request additional information and each Party shall have the right to respond to inquiries of the Accounting Firm, by way of additional documents, materials or other information. The Purchase Price Statement and the determination of the Purchase Price shall become final and binding on the parties hereto Parties on the thirtieth date the Accounting Firm delivers its final resolution in writing to the Parties (30th) calendar day after receipt which final resolution shall be requested by Purchaser the Parties to be delivered not more than 45 days following submission of such disputed matters), absent manifest clerical errors or fraud. The final resolution will be a reasoned resolution setting forth the Accounting Firm’s reasoning in reaching its determination. The fees and expenses of the Final Closing StatementAccounting Firm shall be allocated between Buyer, unless Purchaser shall notify Seller in writing on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of its disagreement with any the contested amount included therein or omitted therefrom, in which casenot awarded to each Party bears to the amount actually contested by such Party. As an example and for illustrative purposes only, if the parties are unable to resolve Buyer contends that there should be a Purchase Price decrease of $1,000,000, the disputed items within ten (10) Business Days Seller contends that there should be no Purchase Price increase and the Accounting Firm determines that there should be a Purchase Price decrease of $300,000, then the Buyer shall pay 70% of the receipt by fees and expenses of the Accounting Firm and the Seller of notice shall pay 30% of such disagreement, such items in dispute (fees and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexpenses. (cd) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute The Purchase Price as finally determined pursuant to this Section 3.3(b), if 1.03 is referred to as the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment“Final Purchase Price.”

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeAll income and expenses (including prepaid expenses) of the Property shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the thirtieth date (30ththe “Proration Date”) calendar day following immediately preceding the Closing DateClosing. Such items to be prorated shall include, without limitation: (i) Payments under Assumed Obligations, if any; (ii) The amount of the Accrued Employee Benefits; (iii) Utility charges, if any, based on utility charges for the month immediately preceding the Closing; and (iv) Real property taxes. Buyer and Seller shall deliver prepare a proposed schedule (the “Proration Schedule”) prior to Purchaser Closing, that shall include the Final Closing Statement items listed above and shall make available any other applicable income and expenses with regard to the work papers, schedules Property. Seller and other supporting data used by Seller Buyer will use all reasonable efforts to calculate finalize and prepare agree upon the Final Closing Statement Proration Schedule at least two (2) business days prior to enable Purchaser to verify the amounts set forth in the Final Closing StatementClosing. (b) The determination of the Adjusted Payment Amount Any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify either paid to Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseor, if the parties are unable assigned to resolve the disputed items within ten (10) Business Days of the receipt by Buyer, Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by receive a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of credit at Closing for any such accounting firm shall be divided equally between Seller and Purchaserdeposits. (c) On With respect to any amounts held by Seller in a resident escrow or before 12:00 noontrust account under any Property Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amountat or promptly following Closing, Seller shall pay to Purchaser an amount in U.S. dollars equal return the same to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal depositor thereof (to the amount extent the amounts held in any such accounts have not been applied against amounts owing by the depositor thereof in accordance with the terms of the applicable Property Agreement). (d) Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from a tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Buyer shall forward such excesspayment to Seller. (e) Buyer shall receive all income from and shall be responsible for all expenses of the Property attributable to the period from and after the Proration Date, plus interest on unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and after the Proration Date, Seller shall forward such excess amount from the payment to Buyer. (f) The parties agree that any amounts that may become due under this Section 2.4 shall be paid at Closing Date to but excluding the payment date, at the Federal Funds Rateas can best be determined. Any payments required by Section 3.4 A post-Closing reconciliation of pro-rated items shall be made contemporaneously by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.4 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation. (g) Buyer shall receive a credit towards the foregoing paymentPurchase Price for any obligations as otherwise expressly agreed by the Buyer and Seller. (h) This Section 2.4 shall survive the Closing for one (1) year.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not later than sixty (30th60) calendar day days following the Closing Date, the Seller shall, at the expense of the Seller and, to the extent requested, with the assistance of the Buyer, prepare and submit to Buyer a statement setting forth, in reasonable detail, the Working Capital of the Seller (as defined in this Section 1.10(a)) as of the close of business on the day immediately preceding the Closing Date (the “Proposed Final Working Capital Amount”). For purposes of this Section 1.10, the “Working Capital of the Seller” shall deliver to Purchaser have the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts meaning set forth in Schedule 1.10(a). In the Final Closing Statement. (b) The determination event that the Buyer disputes the correctness of the Adjusted Payment Amount shall be final and binding on Proposed Final Working Capital Amount, the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser Buyer shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefromobjections within thirty (30) days after receipt of the statement setting forth the calculation of the Proposed Final Working Capital Amount and shall set forth, in which casewriting and in reasonable detail, if each of the parties reasons for the Buyer’s objections. If the Buyer fails to deliver such notice of objections within such time, the Buyer shall be deemed to have accepted the statement setting forth the calculation of the Proposed Final Working Capital Amount. The Buyer and the Seller shall endeavor in good faith to resolve any disputed matters within twenty (20) days after the Seller’s receipt of the Buyer’s notice of objections. If the Buyer and the Seller are unable to so resolve the disputed items within ten matters, the Buyer and the Seller shall select a nationally known independent accounting firm (10which firm shall not then be providing any services to the Buyer, the Shareholder or the Seller) Business Days of (the receipt by Seller of notice of such disagreement, such items “Working Capital Independent Accountant”) to resolve the matters in dispute (in a manner consistent with Section 1.10(b)), including the appropriate amount of interest, if any, due on the disputed amount (determined in accordance with Section 1.10(c) or Section 1.10(d), as the case may be), and only such items) the determination of the Working Capital Independent Accountant in respect of the correctness of each matter remaining in dispute shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller conclusive and Purchaser, binding on the Buyer and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableSeller. The fees Working Capital of any such accounting firm shall be divided equally between the Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, as of the close of business on the fifth day immediately preceding the Closing Date, as finally determined pursuant to this Section 1.10(a) (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date whether by failure of the resolution Buyer to deliver notice of objection, by agreement of the dispute pursuant to Section 3.3(bBuyer and the Seller or by determination of the Working Capital Independent Accountant), if is referred to herein as the Adjusted Payment Amount exceeds the Estimated Payment “Final Working Capital Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.”

Adjustment of Purchase Price. Seller has delivered to Buyer a preliminary statement (athe “Initial Closing Statement”) On or before 12:00 noonof the Purchase Price showing the prorations, Eastern timedeposit, on and cash amounts pursuant to §§ 2.10 and 2.11, which shall constitute the thirtieth initial adjustments to the Purchase Price at Closing. In the event that (30thi) the Purchase Price is increased pursuant to the Initial Closing Statement, then at the Closing the Cash Purchase Price paid by the Buyer shall be increased by the same amount of such increase to the Purchase Price and (ii) the Purchase Price is decreased pursuant to the Initial Closing Statement, then at the Closing the Cash Purchase Price paid by the Buyer shall be decreased by the same amount of such decrease to the Purchase Price. Within sixty (60) calendar day days following the Closing Date, Seller shall will deliver to Purchaser Buyer a final statement (the “Final Closing Statement”) of the prorations, deposit, and cash amounts pursuant to §§ 2.10 and 2.11, which shall constitute the final adjustments to the Purchase Price. The Buyer shall have the right to object to any items or computations appearing in the Final Closing Statement by notifying the Seller in writing of such objection (and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare details thereof) within ten (10) Business Days after delivery of the Final Closing Statement by the Seller to enable Purchaser the Buyer. If the Buyer does not make any such written objection prior to verify the expiration of such ten (10) Business Day period, the prorations, deposit, and cash amounts set forth appearing in the Final Closing Statement. Statement (btogether with all components thereof) The determination shall be determinative for the purposes of §§ 2.9, 2.10, and 2.11 hereof and shall be final and binding on all Parties. Any disputes relating to the Adjusted Payment Amount Final Closing Statement shall be resolved by a mutually acceptable independent accountant in accordance with the procedures set forth on Schedule 2.9 and shall be final and binding on the parties hereto on Parties for purposes of this section. In the thirtieth event that there is a difference in the adjustments to the Purchase Price set forth in the Final Closing Statement (30thas finally determined) calendar day in comparison to those set forth in the Initial Closing Statement, then (i) if such difference results in an increase to the Purchase Price (as adjusted pursuant to the Initial Closing Statement), the Buyer shall pay the Seller the amount of such increase in the Purchase Price in cash by wire transfer of immediately available funds within five (5) Business Days after receipt the final determination of the Final Closing Statement and (ii) if such difference results in a decrease to the Purchase Price (as adjusted pursuant to the Initial Closing Statement), the Seller shall pay the Buyer the amount of such decrease in the Purchase Price in cash by Purchaser wire transfer of immediately available funds within five (5) Business Days after the final determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon California time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the Adjusted Payment Amount. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of written notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected the Accounting Firm; provided, however, that in the event the fees of the Accounting Firm, as estimated by mutual agreement such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that the Accounting Firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm The Accounting Firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of the Accounting Firm shall be final and binding on the parties hereto. The fees of any such accounting firm the Accounting Firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon California time on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Pacific time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement and such other documents as may be reasonably requested by Purchaser to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern Pacific time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement, together with such additional related data as Purchaser may reasonably request. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of written notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within ninety (30th90) calendar day days following the Closing Date, the Purchaser shall prepare and deliver to the Seller the Closing Statement and its calculation of the Working Capital Deficit or Working Capital Surplus, if any. The Closing Statement shall be prepared in accordance with GAAP, certified by an officer of Purchaser and prepared applying the same methodology as was applied by the Purchaser and the Seller in calculating the Target Working Capital. (b) The Seller shall deliver have thirty (30) days following receipt of the Closing Statement delivered pursuant to Section 2.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Seller shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Closing Statement shall be prepared in accordance with the agreement of the Purchaser and the Seller and the calculation of the Working Capital Deficit or Working Capital Surplus, if any, based thereon shall be final and binding upon the parties. In the event the Seller does not notify the Purchaser of any such dispute within such thirty (30)-day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Closing Statement delivered pursuant to Section 2.4(a) shall constitute the Final Closing Statement and the Purchaser’s calculation of the Working Capital Deficit or Working Capital Surplus, if any, based thereon shall make available be final and binding upon the parties. (c) In the event the Purchaser and the Seller are unable to resolve any dispute regarding the Closing Statement delivered pursuant to Section 2.4(a) within fifteen (15) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by a nationally recognized accounting firm selected by the Purchaser and reasonably satisfactory to the Seller (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Closing Statement as to which the Seller has disagreed. The Seller and the Purchaser shall, in accordance with the timetables established by the Accounting Referee, each furnish the Account Referee with such work papers, schedules and other supporting data used by Seller documents and information relating to calculate and prepare the Final Closing Statement to enable Purchaser to verify unresolved disputed issues as the amounts set forth in the Final Closing Statement. (b) Accounting Referee may request. The Accounting Referee’s determination of the Adjusted Payment Amount Closing Statement and the Working Capital Deficit or Working Capital Surplus, if any, based thereon shall be final and binding on the parties hereto parties, absent manifest error. The Accounting Referee shall establish the procedures it shall follow (including procedures regarding the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the Purchaser and the Seller to resolve each of the disputed items and amounts as accurately, quickly, efficiently and inexpensively as possible, but in no event later than thirty (30) days following its engagement. The scope of the disputes to be resolved by the Accounting Referee shall be limited to whether the preparation of the Final Closing Statement and the calculation of the Net Working Capital and the Working Capital Surplus, or Working Capital Deficit, as the case may be, were prepared and calculated, respectively, consistently with the methodology as was applied by the Purchaser and the Seller in calculating the Target Working Capital as set forth on Exhibit 2.3 and consistently with the definitions of Net Working Capital, Working Capital Surplus and Working Capital Deficit contained herein, and whether there were mathematical errors in the Closing Statement, and the Accounting Referee is not to make any other determination, including any determination as to whether GAAP was followed for the estimated Closing Statement or the Final Closing Statement. All fees and expenses of the Accounting Referee shall be shared equally by the Seller, on the thirtieth one hand, and the Purchaser, on the other hand. (30thd) calendar day after receipt by Purchaser Within five (5) Business Days following the determination of the Final Closing Statement, unless if (i) there is a Working Capital Surplus, the Purchaser shall notify pay to the Seller an amount equal to such Working Capital Surplus by an increase in writing the number of its disagreement with any amount included therein or omitted therefrom, in which case, if Closing Shares equal to the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice dollar value of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserexcess, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10ii) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of if there is a disputeWorking Capital Deficit, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to the Purchaser an amount in U.S. dollars equal to such Working Capital Deficit by a reduction and forfeiture of the number of Closing Shares equal to the dollar value of such Working Capital Deficit, or if the value of the Closing Shares is less than such Working Capital Deficit, the Purchaser shall reduce the amount of Earnout Payments owed or payable to Seller by an amount equal to the amount by which such Working Capital Deficit exceeds the value of such excess, plus interest on such excess amount from the Closing Date Shares (any reduction of Earnout Payments as provided above shall be made in the same proportion to but excluding the payment dateamounts payable with respect to such Earnout in shares of Parent Common Stock and in a Note, at as provided in Section 2.5(c) below). If a dispute exists between the Federal Funds Rate orSeller and the Purchaser regarding the amount of the Net Working Capital reflected in the Closing Statement delivered pursuant to Section 2.4(a), if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser appropriate party shall pay to Seller an the other appropriate party the uncontested amount prior to the determination of the disputed amount in U.S. dollars equal to accordance with Section 2.4(c). For purposes of this Section 2.4(d), the amount value of such excess, plus interest on such excess amount from the Closing Date to but excluding Shares will be the payment date, at average per share closing price of Parent Common Stock as reported in The Wall Street Journal for each of the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously thirty (30) consecutive trading days ending with the foregoing paymentthird trading day immediately preceding the date such Closing Shares are increased or reduced as set forth above in (i) or (ii) above, as the case may be.

Adjustment of Purchase Price. (a) On or before 12:00 noonprior to March 28, Eastern time2014, the Company shall provide Parent with a statement setting forth the calculation of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, prepared in good faith (the “ 2013 EBITDA Statement ”), which shall reflect the same 2013 Adjusted EBITDA included in the Operating Subsidiary’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 28, 2013 (without giving effect to the Maximum Adjustment Amount). Not less than five (5) Business Days following the receipt of the 2013 EBITDA Statement, Parent shall notify the Company in writing in the event that it disputes any aspect of the 2013 EBITDA Statement, which note shall include reasonable detail about such disputes (it being understood and agreed by Parent that any disputes must be limited to disputes relating to whether 2013 Adjusted EBITDA has been properly calculated in accordance with the definitions and procedures set forth in this Agreement and the Exhibits hereto, and may not include any disputes relating to proposed changes or modifications to such definitions or procedures). During such five (5) Business Day period, the Company and its accountants will provide Parent and its accountants with reasonable access to such individuals and such information, books, records and work papers as may be reasonably required by Parent in order to reasonably verify such calculations; provided , however , that external accountants shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent and/or Parent’s accountants, as applicable, has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If Parent does not provide such notice of dispute within such five (5) Business Day period, the amount set forth on the 2013 EBITDA Statement shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If Parent provides such notice of dispute within such five (5) Business Day period, the Company and Parent shall promptly negotiate in good faith to expeditiously resolve any such dispute. The amount so agreed following such negotiations shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If the Company and Parent are unable to resolve any differences that they may have with respect to the 2013 EBITDA Statement within five (5) Business Days, the Company and Parent shall submit all matters that remain in dispute with respect to the 2013 EBITDA Statement (along with a copy of the 2013 EBITDA Statement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, such other independent certified public accountant reasonably mutually acceptable to Parent and the Company (in any such case, the “ Independent Accountant ”). The Independent Accountant, acting as an expert and not an arbitrator, shall be jointly instructed by Parent and the Company to, within fifteen (15) Business Days after such Person’s selection, make a final determination, binding on the parties to this Agreement and the holders of Common Stock, of the appropriate calculation of 2013 Adjusted EBITDA as to which Parent and the Company disagree. With respect to each disputed calculation, such determination, if not in accordance with the position of either Parent, on the thirtieth (30th) calendar day following one hand, or the Closing DateCompany, Seller on the other hand, shall deliver not be in excess of the higher, nor less than the lower, of the calculation advocated by the Company and Parent with respect to Purchaser such disputed line item. The Independent Accountant’s determination shall be made in accordance with the Final Closing definition in this Agreement of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, as applicable. If after the delivery of the 2013 EBITDA Statement but prior to the Closing, there shall be a change in any component of the 0000 XXXXXX Xxxxxxxxx, the Company shall update the 2013 EBITDA Statement accordingly to reflect such change, and Parent shall make available be given an equivalent opportunity to dispute any such updated portion of the work papers, schedules and other supporting data used by Seller 0000 XXXXXX Xxxxxxxxx as applied with respect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementoriginal delivery of such statement. (b) The determination cost of the Adjusted Payment Amount Independent Accountant’s review and determination shall be final and binding shared equally by Parent on the parties hereto one hand and the Company on the thirtieth (30th) calendar day after receipt other hand. During the review by Purchaser of the Final Closing StatementIndependent Accountant, unless Purchaser shall notify Seller in writing of the Company and its disagreement accountants will make available to the Independent Accountant interviews with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserindividuals, and such determination information, books, records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.10(c) ; provided , however , that the external accountants shall not be final and binding. Such accounting firm shall be instructed obliged to resolve the disputed items within ten (10) Business Days of engagement, make any work papers available to the extent Independent Accountant except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accountant has signed a customary agreement relating to such access to work papers in form and substance reasonably practicableacceptable to such accountants. The fees In acting under this Agreement, the Independent Accountant will be entitled to the privileges and immunities of any such accounting firm shall be divided equally between Seller and Purchaseran arbitrator. (c) On or before 12:00 noonThe Company shall, Eastern timeduring the Interim Period, on engage Xxxxxx to calculate the fifth (5th) Business Day after Underfunded Amount as of the Adjusted Payment Amount shall have become final and binding or, in the case last day of a dispute, each quarter following the date hereof, beginning with the quarter ending December 28, 2013, with such calculation to be performed in accordance with their customary terms and procedures prior to the date hereof and to be completed no later than the 18 th day following the last day of such applicable quarter and promptly delivered in writing to Parent with a copy of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required calculation prepared by Section 3.4 shall be made contemporaneously with the foregoing paymentXxxxxx.

Adjustment of Purchase Price. (ai) On Prior to the Closing Date, Seller shall deliver to Parent a statement, certified by the President or before 12:00 noonChief Financial Officer of Seller (the "Estimated Statement"), Eastern timesetting forth in reasonable detail Seller's estimate of the Net Asset Value as of September 30, 1997. The Estimated Statement shall be prepared in accordance with GAAP applied in a manner consistent with the balance sheet contained in the Net Assets Statement. The Purchase Price payable at Closing in accordance with Section 1.05 shall be adjusted upward or downward, as the case may be, by 80.1% of the amount by which the Net Asset Value set forth on the thirtieth Estimated Statement shall be greater or less than US$40,000,000. (30thii) calendar day Within ninety (90) days following the Closing Date, Seller shall deliver to Purchaser Parent a statement, audited by Arthur Andersen XXX, sexxxxx forth in reasonable detail the Final Net Asset Value as of September 30, 1997 (the "Closing Statement"), which statement shall be prepared in accordance with GAAP applied in a manner consistent with the balance sheet contained in the Net Assets Statement. Parent and its Representatives (including without limitation a firm of independent public accountants selected by Parent ("Parent's Accountants")) shall be afforded the opportunity to participate in and observe the preparation of the Closing Statement; and, following the delivery of the Closing Statement to Parent, Parent and its Representatives shall have full access at all reasonable times to all of the financial records of Seller, and all workpapers of Arthur Andersen LLX, xxx xxx purpose of reviewing and examining the Closing Statement and shall make available the work papers, schedules and other supporting data used by audit thereof. Unless Parent provides specific written notice to Seller of an objection to calculate and prepare the Final Closing Statement to enable Purchaser to verify before the amounts set forth in the Final Closing Statement. (b) The determination close of the Adjusted Payment Amount shall be final and binding on the parties hereto business on the thirtieth (30th) calendar day Business Day after Parent's receipt by Purchaser of thereof, the Closing Statement shall then become binding upon Parent, and shall be the "Final Closing Statement," and such Business Day shall be the "Final Closing Statement Date". If Parent, unless Purchaser by written notice to Seller before the close of business on such Business Day, objects to the Closing Statement, then those aspects as to which the objection was made shall notify not become binding, Parent and Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseshall discuss such objection and, if they reach written agreement amending the parties are unable Closing Statement, then the Closing Statement, as amended by such written agreement, shall then become binding upon Parent and Seller, and shall be the "Final Closing Statement," and the date of such written agreement shall be the "Final Closing Statement Date". If Parent and Seller do not reach such written agreement within thirty (30) days after Parent gives such notice of objection, then those aspects as to which such objection was made shall be submitted to a mutually agreed firm of certified public accountants (whose fees shall be paid equally by Parent and Seller) who shall resolve the disputed items dispute and submit a written statement of such resolution, which statement, when delivered to Parent and to Seller, shall then become binding upon Parent and Seller, and shall, together with those aspects of the Closing Statement as to which no objection was made, be the "Final Closing Statement". The second Business Day after the date of which such statement is delivered to Parent and to Seller shall be the "Final Closing Statement Date". (iii) To the extent the Net Asset Value set forth on the Closing Statement is less than the Net Asset Value set forth on the Estimated Statement, Seller shall, within ten five (105) Business Days of the receipt by Seller of notice Final Closing Statement Date, pay 80.1% of such disagreementamount to Parent in US dollars by wire transfer of immediately available funds. To the extent the Net Asset Value set forth on the Closing Statement is greater than the Net Asset Value set forth on the Estimated Statement, such items in dispute Parent shall, within five (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (105) Business Days of engagementthe Final Closing Statement Date, pay 80.1% of such amount to the extent reasonably practicable. The fees Seller in US dollars by wire transfer of any such accounting firm shall be divided equally between Seller and Purchaserimmediately available funds. (civ) On or before 12:00 noon, Eastern time, on The fees and expenses incurred in connection with the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date audit of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Closing Statement by Arthur Andersen LLX xxxxl xx xxxxed equally by Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentand Parent.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Business shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to any issue of the Publications prior to and including the Cut-Off issues shall be attributable to Seller, and all income and expenses attributable to the Publications subsequent to the Cut-Off issues shall be attributable to the Buyer, provided further that any such income and expenses which cannot be attributed to a specific issue of any Publication shall be allocated to reflect the principle that all such all such income and expenses attributable to the operation of the Business on or before 12:00 noonthe date preceding the Closing Date shall be for the account of Seller, Eastern timeand all such income and expenses attributable to the operation of the Business on and after the Closing Date shall be for the account of Buyer. A list of Cut-Off issues for each Publication is set forth in Schedule 2.6(a). The net amount by which the Purchase Price is to be increased or decreased in accordance with this Section is herein referred to as the "Adjustment Amount". (b) Without limiting the generality of the foregoing: (i) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Business Agreements assumed by Buyer at Closing in accordance with Section 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all advertisements required to be published in the Publications on or after the thirtieth Closing Date under the Trade Agreements, and Seller shall be given a credit (30th"Seller's Trade Credit") calendar for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the Trade Agreements; provided that Seller's Trade Credit shall in no event exceed Buyer's Trade Credit. (iii) With respect to each vacation or personal day following earned but not taken or for which compensation has not been paid by Seller to Employee in lieu of time off before the Closing Date by each Employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof, including applicable payroll taxes. (iv) The credit given Seller for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.6 shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Seller shall deliver provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). The Preliminary Adjustment Report shall include an itemization of all prepaid expenses included in estimating the Adjustment Amount as of the Closing Date. If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Purchaser Buyer, then the Final Purchase Price payable on the Closing Statement Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable on the Closing Date shall make available be increased by the work papersamount of such preliminary Adjustment Amount. Thereafter, schedules Seller and other supporting data used by its auditors and Buyer and its auditors shall have ninety (90) days after the Closing Date to review the Preliminary Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to calculate reach agreement on the computation of the Adjustment Amount as of the Closing Date. If agreement is reached within ninety (90) days after the Closing Date, then upon reaching such agreement, Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and prepare (ii) the Final Closing Statement to enable Purchaser to verify the amounts set forth preliminary Adjustment Amount indicated in the Final Closing StatementPreliminary Adjustment Report. Any such payment shall be made as provided in Section 2.6(g). If agreement is not reached within such 90-day period, then the dispute resolutions of Section 2.6(e) shall apply. (be) The If Seller and its auditors and Buyer and its auditors do not, within the 90-day period specified in Section 2.6(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") selected by Seller and Buyer shall resolve the disputed items. If Seller and Buyer are unable to agree on the Arbitrating Firm, the Arbitrating Firm shall be a "national" accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer, as well as any firm with which either party has or has had a business relationship, which relationship shall be promptly disclosed by the relevant party). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. Such firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjusted Payment Amount Adjustment Amount, and the basis for its determination. Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Adjustment Amount, Seller shall pay to Purchaser Buyer, or Buyer shall pay to Seller, as the case may be, an amount in U.S. dollars equal to the amount difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in Section 2.6(g). (f) Seller and Buyer shall each pay one-half of such excess, plus interest on such excess amount from the Closing Date to but excluding fees and disbursements of the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount Arbitrating Firm in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. connection with its analysis. (g) Any payments required by Section 3.4 under foregoing Subsection (d) or (e) shall be paid by wire transfer in immediately available funds to the account of the payee with a financial institution in the United States and shall for all purposes be deemed an adjustment to the Purchase Price; provided however, that if such payment is to be made contemporaneously with to Buyer, Buyer may setoff such amount against the foregoing paymentHoldback.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe parties hereto acknowledge and agree that the purchase price for the Shares is based upon the assumption that, Eastern time, on the thirtieth (30th) calendar day following as of the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination accounts receivable of the Adjusted Payment Amount shall be final and binding Corporation will result in collections of at least $904,270 during the eight month period beginning on the parties hereto Effective Date and that the total liabilities of the Corporation as of the Effective Date (including all Excluded Liabilities, as defined in Section 4(g) below) to which the Corporation is subject as of the Effective Date or which are based upon the business or activities of the Corporation on or before the Effective Date (and which are not otherwise satisfied by the Shareholders) will be not more than $2,172,095. In the event that either (i) $904,270 is in excess of the total collections on the thirtieth Corporation's Effective Date accounts receivable during the eight month period following the Effective Date or (30thii) calendar day after receipt by Purchaser the amount of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if Corporation's Effective Date liabilities attributable to business conducted by the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On Corporation on or before 12:00 noonthe Closing Date (including any Excluded Liabilities that are not satisfied by the Shareholders, Eastern time, on but not including any operating expenses based upon the fifth (5th) Business Day contracts listed in Schedule 4 that accrue after the Adjusted Payment Amount shall have become final and binding orClosing Date, e.g., lease payments under the Lease that are due after the Closing Date) to which the Corporation is subject or otherwise is required to pay is in the case excess of a dispute$2,172,095, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount then in U.S. dollars equal to either event the amount of such excessexcess shall reduce the purchase price. Any such reduction shall first be offset against the next quarterly installment payments of the purchase price coming due pursuant to Section 2(b) above and, plus interest thereafter, shall be payable by the Sellers to Buyer on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal a pro rata basis according to the number of Shares held by each Seller as compared to the total number of Shares acquired by Buyer; provided, however, that the aggregate amount of all adjustments pursuant to this Section 2(c) shall not exceed $2,400,000. During the eight month period referred to in clause (i) above, each Seller shall have the right to monitor the collection of the accounts receivable referred to in this Section 2(c) and to take all reasonable actions as they deem necessary to assist the Corporation in tie collection of such excessreceivables. In order to facilitate such monitoring and collection, plus interest on the Corporation shall prepare and provide Sellers with a monthly report of the collection of such excess amount from receivables and shall provide access to Sellers to pertinent account information. As soon as is reasonably practicable after the Closing end of the eight month period referred to in clause (i) above, Buyer shall cause the Corporation to prepare and provide to Sellers a report showing the collected and uncollected Effective Date to but excluding accounts receivable and the payment date, at Effective Date liabilities paid as of the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentend of such eight month period.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Shareholders the Working Capital Schedule and shall make available its calculation of the work papersWorking Capital Surplus, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementExcess Cash or Working Capital Deficit, if any, based thereon. (b) The Shareholders shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Working Capital Surplus, Excess Cash or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.4(a) shall constitute the Final Working Capital Schedule, and the Purchaser’s calculation of the Working Capital Surplus, Excess Cash or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. (c) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within fifteen (15) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen by the Purchaser (as long as such firm is independent from the Purchaser and Shareholders and their respective Affiliates): Deloitte, Ernst & Young, PricewaterhouseCoopers, Gxxxx Xxxxxxxx or BDO Sxxxxxx or any other firm of similar size and reputation (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Surplus, Excess Cash or Working Capital Deficit, if any, based thereon shall be final and binding on the parties hereto Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee shall be shared equally by the Shareholders on the thirtieth one hand and the Purchaser on the other hand. (30thd) calendar day after receipt Any payments made pursuant to this Section 3.4 shall be treated as an adjustment to the Purchase Price by Purchaser of the Parties for Tax purposes, unless otherwise required by Law. (e) The Working Capital Schedule, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included Working Capital Schedule and the determinations and calculations contained therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by prepared and calculated on a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve consolidated basis for the disputed items within ten (10) Business Days of engagementAcquired Companies in accordance with GAAP and, to the extent reasonably practicable. The fees consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Acquired Companies in the preparation of the Reference Balance Sheet, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated hereby, (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing, (iii) shall follow the defined terms contained in this Agreement whether or not such accounting firm terms are consistent with GAAP, (iv) shall calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (v) shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously consistent with the foregoing paymentsample calculation set forth, and shall not include any additional line items or reserves not contained in Schedule 3.4(e) or otherwise expressly contemplated by this Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within ninety (30th90) calendar day days following the Closing Date, Purchaser shall prepare and deliver to Seller the Purchaser’s calculation, set forth in reasonable detail, of the actual Net Working Capital and any Working Capital Deficit or Working Capital Excess, if any (the “Purchaser Working Capital Statement”). (b) Seller shall deliver have thirty (30) days following receipt of the Purchaser Working Capital Statement delivered pursuant to Section 3.3(a) during which to notify Purchaser of any dispute of any item contained therein, which notice shall set forth in reasonable detail the Final Closing Statement basis for such dispute and Seller’s calculation of Net Working Capital and any Working Capital Deficit or Working Capital Excess, if any. During such 30-day period, Purchaser shall make available the grant Seller and its accountants, at Seller’s expense, reasonable access to all books, records, facilities, work papers, schedules and other supporting data calculations used by in the Purchaser’s preparation of the Purchaser Working Capital Statement; provided, that, Seller and its accountants (if Seller’s accountants will be provided such access) will execute customary access letters in favor of Purchaser’s accountants if access to calculate any work papers or reports of Purchaser’s accounts is requested. Purchaser and prepare Seller shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Closing Working Capital Statement shall be prepared in accordance with the written agreement of Purchaser and Sellers. In the event Sellers do not notify Purchaser of any such dispute within such thirty (30)-day period or notifies Purchaser in writing within such period that it does not dispute any item contained therein, the Purchaser Working Capital Statement delivered pursuant to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (bSection 3.3(a) The determination and Purchaser’s calculation of the Adjusted Payment Amount Working Capital Deficit or Working Capital Excess, if any, shall be final and binding on upon the parties hereto on Parties and shall become the thirtieth final Net Working Capital Statement (30ththe “Final Net Working Capital Statement”) calendar day after receipt by Purchaser upon the expiration of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein such thirty (30)-day period (or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of upon the receipt by Seller of Seller’s earlier written notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserif there is no dispute). (c) On In the event Purchaser and Seller are unable to resolve any dispute regarding the Purchaser Working Capital Statement delivered pursuant to Section 3.3(a) within fifteen (15) days following Purchaser’s receipt of notice of such dispute from Seller, the dispute shall be referred to the New York office of an independent “Big Four” accounting firm to be agreed upon by Purchaser and Seller (the “Independent Firm”), provided, however, that if Purchaser and Seller cannot agree upon the Independent Firm within fifteen (15) days following Purchaser’s receipt of notice of such dispute from Seller, the Independent Firm shall be Xxxxx Xxxxxxxx LLP. Each of Seller and Purchaser agrees to execute, if requested by the Independent Firm, an engagement letter containing reasonable and customary terms. The Independent Firm shall make its determination with respect to such dispute within thirty (30) days of its appointment or before 12:00 noonas soon as is reasonably practicable by conducting the Independent Firm’s own review and verification of the Purchaser Working Capital Statement and Seller’s calculations of the Net Working Capital and any Working Capital Deficit or Working Capital Excess, Eastern timeand thereafter selecting either the Purchaser’s calculations of any amounts in dispute (as set forth in the Purchaser Working Capital Statement delivered by Purchaser in the 90-day period set forth in Section 3.3(a)) or the Seller’s calculations of the Net Working Capital and any Working Capital Deficit or Working Capital Excess (as set forth in Seller’s written notice delivered to Purchaser during the 30-day period set forth in Section 3.3(b)) or an amount in between the two. In making such determination, the Independent Firm shall consider only those items or amounts in the Purchaser Working Capital Statement and Seller’s calculations of the Net Working Capital and any Working Capital Deficit or Working Capital Excess as to which Purchaser and Seller have disagreed and only to the extent of such disagreement. The Independent Firm shall act as an arbitrator and its determination of the Final Net Working Capital Statement shall be final, binding and conclusive as between the parties, absent fraud or manifest error. The Seller and the Purchaser shall each pay their own costs and expenses incurred under this Section 3.3. The Independent Firm’s fees and expenses shall be borne by Seller, on the fifth (5th) Business Day after one hand, and the Adjusted Payment Amount shall have become final and binding orPurchaser, on the other hand, in such proportion as is appropriate to reflect the case of a dispute, relative benefits received by the date of Seller and the Purchaser from the resolution of the dispute pursuant to Section 3.3(b)dispute. For example, if the Adjusted Payment Amount exceeds difference between Purchaser’s calculation of Net Working Capital and Seller’s calculation of Net Working Capital is $500,000 but the Estimated Payment AmountIndependent Accounting Firm determines that Net Working Capital is $200,000 more than Purchaser’s calculation, then Purchaser shall pay 40% of the fees and expenses of the Independent Firm and Seller shall pay 60% of such fees and expenses. (d) Upon determination of the final and binding Final Net Working Capital Statement, within five (5) Business Days, Sellers will pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, any Working Capital Deficit and Purchaser shall will pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentany Working Capital Excess.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Shareholder the Working Capital Schedule and shall make available its calculation of the work papersWorking Capital Surplus or Working Capital Deficit, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementif any, based thereon. (b) The Shareholder shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholder shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholder and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. In the event the Shareholder does not notify the Purchaser of any such dispute within such thirty (30)-day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.4(a) shall constitute the Final Working Capital Schedule, and the Purchaser’s calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. (c) In the event the Purchaser and the Shareholder are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within fifteen (15) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen by the Purchaser (as long as such firm is independent from the Purchaser and Seller Parties and their respective Affiliates: Deloitte, Ernst & Young, PricewaterhouseCoopers, Gxxxx Xxxxxxxx or BDO Sxxxxxx or any other firm of similar size and reputation (the “Accounting Referee”)). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Shareholder has disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the parties hereto on Parties. The Parties shall direct the thirtieth Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30th30) calendar day after receipt by Purchaser days following its engagement. All fees and expenses of the Final Closing StatementAccounting Referee shall be shared equally by the Shareholder and the Purchaser. (d) Any payments made pursuant to this Section 3.4 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless Purchaser shall notify Seller in writing of its disagreement with any amount included otherwise required by Law. (e) The Working Capital Schedule, the Final Working Capital Schedule and the determinations and calculations contained therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by prepared and calculated on a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve consolidated basis for the disputed items within ten (10) Business Days of engagementAcquired Companies in accordance with GAAP and, to the extent reasonably practicable. The fees consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Acquired Companies in the preparation of the Reference Balance Sheet, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated hereby, (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing, (iii) shall follow the defined terms contained in this Agreement whether or not such accounting firm terms are consistent with GAAP, (iv) shall calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (v) shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously consistent with the foregoing paymentsample calculation set forth, and shall not include any additional line items or reserves not contained in Exhibit 3.4(e) or otherwise expressly contemplated by this Agreement.

Adjustment of Purchase Price. (a) On The Purchase Price will be adjusted (either up or before 12:00 noon, Eastern time, down) based on the thirtieth aggregate net change in the asset and liability accounts of each Company set forth on Schedule 1.3(a) hereto (30ththe aggregate balance of such accounts, the "Net Worth of the Companies") calendar day following as of the Closing Effective Date, Seller shall deliver as compared to Purchaser the Final Closing Statement and shall make available Net Worth of the work papersCompanies as shown on Schedule 1.3(a). If, schedules and other supporting data used by Seller to calculate and prepare upon completion of the Final Closing Statement to enable Purchaser to verify the amounts procedures set forth in Section 1.3(b) below, it is finally determined that (i) the Final Closing StatementNet Worth of the Companies as of the Effective Date is greater than the Net Worth of the Companies as shown on Schedule 1.3(a), then the Purchase Price shall be increased by the amount of such difference in cash, and Buyer shall pay to Sellers the amount of such difference within ten (10) days after such final determination, or (ii) the Net Worth of the Companies as of the Effective Date is less than the Net Worth of the Companies as shown on Schedule 1.3(a), then the Purchase Price shall be decreased by the amount of such difference, and Sellers shall pay to Buyer the amount of such difference in cash within ten (10) days after such final determination. All payments to or by Sellers required by this Section 1.3 shall be made on a pro rata basis, paid to or by Sellers based on the percentages set forth on Annex I attached hereto. (b) The determination Within sixty (60) days after the Closing, Buyer will prepare and deliver to Harvxx x xtatement of the Adjusted Payment Amount Net Worth of the Companies as of the close of business on the Effective Date (the "Closing Statement"), which statement shall be final prepared in accordance with GAAP and binding on the parties hereto on the thirtieth instructions provided in Schedule 1.3(b) hereto. If, within thirty (30th30) calendar day after receipt by Purchaser days following delivery of the Final Closing StatementStatement to Harvxx, unless Purchaser shall notify Seller in writing Xxxxxx xxx not given Buyer notice of its disagreement with any amount included therein or omitted therefromobjection to the Closing Statement (such notice must contain a detailed statement of the basis of Harvxx'x xxxection), then the Net Worth of the Companies reflected in which case, if the Closing Statement will be used in computing the adjustment to the Purchase Price. If Harvxx xxxes Buyer such notice of objection and the parties are unable to resolve the subject of such objection within fifteen (15) days after such notice, then the issues in dispute will be submitted to Coopers & Lybrxxx, XXP, certified public accounts (the "Accountants"), for resolution with instructions to the Accountants to resolve such dispute within forty-five (45) days. If issues in dispute are submitted to the Accountants for resolution (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed items within ten issues as the Accountants may request and are available to that party; (10ii) Business Days the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Harvxx xxxl each bear 50% of the receipt by Seller fees and expenses of notice the Accountants for such determination. The final determination of such disagreementthe Net Worth of the Companies as of the close of business on the Effective Date shall occur on the earliest of (A) thirty (30) days after delivery of the Closing Statement to Harvxx xxxhout objection, such items in dispute (and only such itemsB) shall be determined by a nationally recognized independent accounting firm selected by mutual written agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, Harvxx xxx Buyer to the extent reasonably practicable. The fees of Closing Statement or any such accounting firm shall be divided equally between Seller and Purchasermodification thereof, or (C) written determination by the Accountants. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Stations shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Stations on or before 12:00 noonthe date preceding the Closing Date shall be for the account of Seller, Eastern timeand all such income and expenses attributable to the operation of the Stations on and after the Closing Date shall be for the account of Buyer. The net amount by which the Purchase Price is to be increased or decreased in accordance with this Section is herein referred to as the "Adjustment Amount". (b) Without limiting the generality of the foregoing: (i) Seller shall receive a credit for the unapplied portion, as of Closing, of the security deposits made by Seller under those Station Agreements assumed by Buyer at Closing in accordance with Section 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the thirtieth Stations on or after the Closing Date under the Trade Agreements, and Seller shall be given a credit (30th"Seller's Trade Credit") calendar day following for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the Trade Agreements; provided that Seller's Trade Credit shall in no event exceed Buyer's Trade Credit. To the extent Buyer's Trade Credit exceeds Seller's Trade Credit (the "Trade Credit Excess"), and provided that all Trade Agreements which include an obligation to broadcast advertisements during particular time periods may be preempted by the applicable Station, Buyer's Trade Credit shall be reduced by the amount of the Trade Credit Excess on a dollar-for-dollar basis, subject to a $50,000 cap on such adjustment. (iii) With respect to each vacation or portion thereof earned but not taken before the Closing Date by each Employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof, including applicable payroll taxes. (iv) The credit given Seller for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Seller shall deliver provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). The Preliminary Adjustment Report shall include an itemization of all prepaid expenses included in estimating the Adjustment Amount as of the Closing Date. If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Purchaser Buyer, then the Final Purchase Price payable on the Closing Statement Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable on the Closing Date shall make available be increased by the work papersamount of such preliminary Adjustment Amount. Thereafter, schedules Seller and other supporting data used by its auditors and Buyer and its auditors shall have ninety (90) days after the Closing Date to review the Preliminary Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to calculate reach agreement on the computation of the Adjustment Amount as of the Closing Date. If agreement is reached within ninety (90) days after the Closing Date, then upon reaching such agreement, Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and prepare (ii) the Final Closing Statement to enable Purchaser to verify the amounts set forth preliminary Adjustment Amount indicated in the Final Closing StatementPreliminary Adjustment Report. Any such payment shall be made as provided in Section 2.7(h). If agreement is not reached within such 90-day period, then the dispute resolutions of Section 2.7(e) shall apply. (be) The If Seller and its auditors and Buyer and its auditors do not, within the 90-day period specified in Section 2.7(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") selected by Seller and Buyer shall resolve the disputed items. If Seller and Buyer are unable to agree on the Arbitrating Firm, the Arbitrating Firm shall be a "big-six" accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. Such firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjusted Payment Adjustment Amount, the basis for its determination, whether Buyer's or Seller's written position as to the Adjustment Amount is closer to its own determination, and whether its own determination of the Adjustment Amount is within a range that (i) equals twenty percent (20%) of the absolute difference between the written positions of Buyer and Seller as to the Adjustment Amount and (ii) has a midpoint equal to the median of such written positions of Buyer and Seller (the "Mid-Range"). Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Adjustment Amount, Seller shall pay to Purchaser Buyer, or Buyer shall pay to Seller, as the case may be, an amount in U.S. dollars equal to the amount difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in Section 2.7(h). (f) In the event that the Arbitrating Firm determines that the written position of Buyer concerning the Adjustment Amount is closer to its own determination, Seller shall bear and pay the fees and disbursements of such excessfirm in connection with its analysis. In the event that such firm determines that the written position of Seller concerning the Adjustment Amount is closer to its own determination, plus Buyer shall bear and pay the fees and disbursements of such firm in connection with its analysis. Notwithstanding the foregoing, in the event that the Arbitrating Firm's determination of the Adjustment Amount is within the Mid-Range, Seller and Buyer shall each pay one-half of the fees and disbursements of such firm in connection with its analysis. (g) Concurrently with the payment of any amount required to be paid under foregoing Subsection (d) or (e), the payor shall pay the payee interest on such excess amount thereon for the period from the Closing Date to but excluding until the payment date, date paid at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars a rate equal to two percentage points over the amount floating annual rate of such excess, plus interest on such excess amount commercial loans announced from the Closing Date time to but excluding the payment date, at the Federal Funds Rate. time by The First National Bank of Boston as its "base rate". (h) Any payments required by Section 3.4 under foregoing Subsection (d), (e) or (g) shall be made contemporaneously paid by wire transfer in immediately available funds to the account of the payee with a financial institution in the foregoing paymentUnited States and shall for all purposes be deemed an adjustment to the Purchase Price.

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. Purchaser and Seller have selected Willamette Management Associates (athe "Appraiser") On or before 12:00 noon, Eastern time, to determine the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates on the thirtieth Closing Date (30th) calendar day following the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,021.10 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (a) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Purchaser Seller the Final difference between the Appraised Value and the Estimated Fair Market Value paid on the Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate. (b) The determination of In the Adjusted Payment Amount event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall be final and binding refund to Purchaser the difference between the Estimated Fair Market Value paid on the parties hereto on Closing Date and the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final Appraiser determines the Appraised Value, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and binding or, in the case terms of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. (a) On Except as otherwise set forth in the LMA, all operating income and operating expenses of the Station that are included in the Station Assets shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noon, Eastern time, 11:59 p.m. on the thirtieth day immediately preceding the Closing Date (30ththe “Effective Time”) calendar day shall be for the account of Seller, and all income and expenses attributable to the operation of the Station after the Effective Time shall be for the account of Buyer. Such prorations shall include without limitation all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 14.3(b)), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under Station Agreements and similar prepaid and deferred items. Seller shall receive a credit for all of the Station’s deposits and prepaid expenses. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (c) Prorations and adjustments shall be made at Closing to the extent practicable. For purposes of making the final adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List(s) shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer within five (5) Business Days of receiving the Final Closing Statement Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall make available pay such amount to Seller within five (5) Business Days of delivering the work papersAdjustment List(s) to Seller if both parties agree on the amount. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, schedules and other supporting data used by Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to calculate a firm of independent certified public accountants, mutually acceptable to Seller and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableparties. The fees and expenses of any such accounting firm accountants shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, paid by the party who does not prevail on the fifth (5thdisputed matters decided by the accountants. As set Purchase Agreement KTRB(AM) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case Page 11 of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.52

Adjustment of Purchase Price. (ai) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable (30thbut in no event later than ninety (90) calendar day following days after the Closing Date), Seller Purchaser shall deliver to Purchaser the Final Closing Statement and shall make available Sellers’ Representative an unaudited balance sheet for the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination Company dated as of the Adjusted Payment Amount Closing Date (the “Closing Balance Sheet”) which shall include a calculation of Working Capital for the Company as of the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP as in effect on the Closing Date. The Closing Balance Sheet shall become final and binding on the parties hereto on Purchaser and the thirtieth Sellers unless either party gives written notice of disagreement (30th“Notice of Disagreement”) calendar day after receipt within thirty (30) days following delivery by Purchaser of the Final Closing Statement, unless Balance Sheet. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties Sellers are unable to resolve the disputed items disagreements with respect to the Closing Balance Sheet within ten thirty (1030) days following the issuance of the Notice of Disagreement, they shall refer the remaining differences to a certified public accounting firm mutually agreeable to the parties (the “CPA Firm”), which acting as experts and not as arbitrators, shall determine only with respect to the remaining differences so submitted, whether and to what extent, if any, the Working Capital as calculated based on the Closing Balance Sheet requires adjustment. Purchasers and the Sellers’ Representative shall direct the CPA Firm to use its best efforts to render its determination within thirty (30) days after the date the CPA Firm is selected. The CPA Firm’s determination shall be conclusive and binding upon the Purchaser and the Sellers. The fees and disbursements of the CPA Firm shall be paid by the party whose position regarding the Closing Balance Sheet is not consistent with the CPA Firm’s determination; provided, however, that in the event neither party’s position regarding the Closing Balance Sheet was consistent with the CPA Firm’s determination such fees and disbursements will be shared equally by the parties. The Working Capital amount that becomes final and binding on Purchaser and the Sellers under this Section 2.03(b) shall be referred to herein as the “Final Closing Working Capital.” (ii) After the calculation of the Final Closing Working Capital, the Purchase Price shall be adjusted and payments shall be made as follows, not later than five (5) Business Days following the determination of the receipt by Seller Final Closing Working Capital: (A) If the Final Closing Working Capital is less than the Pre-Closing Working Capital, then the Escrow Agent shall return and deliver to Purchaser out of notice the Escrow Fund a dollar amount of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, cash equal to the extent reasonably practicable. The fees difference in excess of any such accounting firm shall be divided equally between Seller and Purchaser$250,000. (cB) On or before 12:00 noon, Eastern time, on If the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount Final Closing Working Capital exceeds the Estimated Payment AmountPre-Closing Working Capital, Seller shall pay to Purchaser an amount in U.S. dollars equal to then the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount the Escrow Agent in U.S. dollars equal to cash the amount difference in excess of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment$250,000.