Common use of Adjustment of Purchase Price Clause in Contracts

Adjustment of Purchase Price. (a) The Purchase Price shall be subject to adjustment, as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to this Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities, the Purchase Price shall be increased by the amount of such excess; (ii) if the Adjustment Liabilities are in excess of the Adjustment Assets, the Purchase Price shall be decreased by the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, in immediately available funds, the amount due such obligee(s) with respect to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The Purchase Price shall be subject to adjustment, as If the amount of 12:01 a.m. (St. Louis time) on the Closing Date Final Current Assets is less than Final Current Liabilities times 1.25 (the “Adjustment TimeFinal Current Assets Target”), toHoldback Participants shall pay to Buyer, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable as an adjustment to the operation Purchase Price, in the manner as provided in this Section 2.04, the amount of such difference (the “Final Working Capital Shortfall”). If the amount of the System Final Current Assets exceeds the Final Current Assets Target, Buyer shall pay to Holdback Participants, as an adjustment to the Purchase Price, in the manner as provided in this Section 2.04, the amount of such excess (the “Final Working Capital Excess”). Notwithstanding the foregoing, any payment made pursuant to this Section 2.04(a) shall be adjusted so as to account for any period prior adjustment to the Adjustment Time are for Purchase Price made pursuant to Section 2.01(b) (including the account amount and recipient party thereof) such that the net effect of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to Section 2.01(b) and this Section 3.3(a2.04(a) shall consist of ultimately reflect the following: aggregate adjustment required by this Section 2.04(a). “Final Current Assets” and “Final Current Liabilities” means the respective Closing Current Assets and Closing Current Liabilities (i) as shown in Buyer’s calculation delivered pursuant to Section 2.03(a), if the Adjustment Assets are in excess of the Adjustment Liabilitiesno Seller Dispute Notice is duly delivered pursuant to Section 2.03(b), the Purchase Price shall be increased by the amount of such excess; or, (ii) if the Adjustment Liabilities are in excess of the Adjustment Assetsa Seller Dispute Notice is delivered, the Purchase Price shall be decreased by the amount of such excess; (iiiA) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case ’ Representative pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, 2.03(c) or Sellers are finally determined to owe any amount to Buyer, (B) in the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days absence of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyeragreement, as shown in the case may be, independent accounting firm’s calculation delivered pursuant to Section 2.03(c); provided that (i) in immediately available funds, the amount due such obligee(sno event shall Final Current Assets be less than Buyer’s calculation of Closing Current Assets delivered pursuant to Section 2.03(a) with respect or more than Sellers’ Representative’s calculation of Closing Current Assets delivered pursuant to any item that is not a Disputed Item within three Business Days Section 2.03(b) and (ii) in no event shall Final Current Liabilities be more than Buyer’s calculation of the date on which a dispute no longer exists, Closing Current Liabilities delivered pursuant to an account Section 2.03(a) or accounts specified in writing by the obligee(sless than Sellers’ Representative’s calculation of Closing Current Liabilities delivered pursuant to Section 2.03(b). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The Purchase Price shall be subject to adjustment, as of 12:01 a.m. (St. Louis time) on the Closing Date (the “"Adjustment Time”"), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to this Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities, the Purchase Price shall be increased by the amount of such excess; (ii) if the Adjustment Liabilities are in excess of the Adjustment Assets, the Purchase Price shall be decreased by the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) . Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “"Pre-Closing Certificate”"), which shall specify Sellers’ ' good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Pre-Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) . Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “"Post-Closing Certificate”"), which shall set forth Buyer’s 's final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “"Disputed Items”") together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s 's receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) . If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, in immediately available funds, the amount due such obligee(s) with respect to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. The Adjustment Statement and the Post-Closing Adjustment shall become the “Final Adjustment Statement” and the “Final Post-Closing Adjustment,” respectively, and as such shall become final, binding and conclusive upon the parties hereto for all purposes of this Agreement upon the earliest to occur of the following: (ai) The Purchase Price shall be subject to adjustmentthe mutual acceptance by Purchaser and Seller of the Adjustment Statement and the Post-Closing Adjustment, respectively, with such changes or adjustments thereto, if any, as may be proposed by Xxxxxx and consented to by Purchaser; (ii) the expiration of 12:01 a.m. thirty (St. Louis time30) on the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation days after Seller’s receipt of the System for any period prior Adjustment Statement and the Post-Closing Adjustment, respectively, without timely written objection thereto by Seller in accordance with Section 2.8(a); or (iii) the delivery to Purchaser and Seller by the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation Independent Accountants of the System from and after the Adjustment Time are for the account report of Buyertheir determination of all disputed matters submitted to them pursuant to Section 2.8(a). The adjustments to be made to If the Purchase Price pursuant to this Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities, the Purchase Price shall be increased by the amount of such excess; (ii) if the Adjustment Liabilities are in excess of the Adjustment Assets, the Purchase Price shall be decreased by the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount as finally determined in accordance with Section 6.14. provided that 2.8(a) is less than the application of clauses (iii) and (iv) above, taken together, shall not increase the Estimated Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to SellersPrice, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and receive the amount of the Purchase Price Final Post-Closing Adjustment from the Adjustment Holdback and the remainder of the Adjustment Holdback shall be paid to Seller at by means of a wire transfer of immediately available funds to the Seller Account within five Business Days; provided, that if the amount of such Final Post-Closing Adjustment exceeds the Adjustment Holdback, within five Business Days of the final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall be based on pay the adjustments Final Post-Closing Adjustment to Buyer via wire transfer of immediately available funds to an account designated by Buyer in writing. Buyer and Seller shall deliver a Joint Direction (as defined in the Escrow Agreement) instructing the Escrow Agent to make any payments from the Adjustment Holdback contemplated by this Section 2.8(b). If the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Selleris greater than the Estimated Purchase Price, the amount then within five Business Days of the Purchase Price paid to Sellers at final determination of the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Final Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoingAdjustment, Buyer shall pay the Final Post-Closing Adjustment to Sellers or Sellers shall pay to Buyer, as the case may be, in Seller by means of a wire transfer of immediately available funds, funds to the amount due such obligee(s) with respect to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(s)Seller Account. Any amount not paid post-Closing payment by a Buyer or the Seller as required Parties under this Agreement, including pursuant to this Section 3.3(d) will 2.8, shall be paid treated as an adjustment to the Purchase Price, unless a contrary treatment is required by ParentApplicable Law.

Adjustment of Purchase Price. (a) The Purchase Price shall be subject to adjustment, as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made As an adjustment to the Purchase Price pursuant to this Section 3.3(a) shall consist of the following: Price, (i) if (A) the Adjustment Assets are Closing Working Capital Target exceeds (B) Final Closing Working Capital minus Final Closing Indebtedness minus Transaction Expenses, then Seller shall pay to Buyer, in excess of the Adjustment Liabilitiesmanner and with interest as provided in ‎Section 2.11‎(b), the Purchase Price shall be increased by the amount of such excess; , and (iib) if (A) Final Closing Working Capital minus Final Closing Indebtedness minus Transaction Expenses exceeds (B) the Adjustment Liabilities are Closing Working Capital Target, then Buyer shall pay to Seller, in excess of the Adjustment Assetsmanner and with interest as provided in ‎Section 2.11‎(b), the Purchase Price shall be decreased by the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a“Final Closing Working Capital”, “Final Closing Indebtedness” and “Final Transaction Expenses” means Closing Working Capital, Closing Indebtedness and Transaction Expenses, respectively, (x) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. Statement, if Seller does not duly deliver a Dispute Notice or (cy) Within 90 days after the Closing Date, if a Dispute Notice is delivered (A) as agreed between Seller and Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a)‎Section 2.10(c) or (A) in the absence of such agreement, together with reasonably detailed documentation supporting as determined by the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made Accounting Referee pursuant to Section 3.3(a‎Section 2.10(c); provided, that in no event shall Closing Working Capital, Closing Indebtedness and Transaction Expenses be more than the higher value thereof proposed by either Seller or Buyer or less than the lower value thereof proposed by either Seller or Buyer, in each case, as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing CertificateStatement and the Dispute Notice, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or reviewrespectively. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, in immediately available funds, the amount due such obligee(s) with respect to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The Purchase Price If Base Line Net Worth exceeds Final Year-End Net Worth, Sellers shall be subject pay to adjustmentPurchasers, in the manner and with interest as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”provided in Section 2.5(c), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to this Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities, the Purchase Price shall be increased by the amount of such excess; . "Final Year-End Net Worth" means Year-End Net Worth (i) as shown in Purchasers' calculation delivered pursuant to Section 2.4(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.4(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchasers and Sellers pursuant to Section 2.4(c) or (B) in the Adjustment Liabilities are absence of such agreement, as shown in excess the Accounting Referee's calculation delivered pursuant to Section 2.4(c); provided that in no event shall Final Year-End Net Worth be less than Purchasers' calculation of Year-End Net Worth delivered pursuant to Section 2.4(a) or more than Sellers' calculation of Year-End Net Worth delivered pursuant to Section 2.4(b). "Base Line Net Worth" means the sum of 23,500,000 English pounds sterling (i) adjusted downwards for the amount by which cash and cash equivalents as of the Adjustment Assets, the Purchase Price shall be decreased by the amount of such excess; Closing (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that 2.5(c)) exceeds 11,500,000 English pounds sterling, (ii) adjusted upwards for the application amount by which cash and cash equivalents as of clauses the Closing is less than 11,500,000 English pounds sterling, (iii) and adjusted downwards for net positive cash flow from Closing through December 28, 1997 (other than due to financing items)and (iv) aboveadjusted upwards for negative net cash flow from Closing through December 28, taken together, shall not increase the Purchase Price 1997 (i.e., the Purchase Price will be increased pursuant other than due to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) abovefinancing items). The attached Exhibit C sets forth illustrations Purchasers acknowledge that Sellers might disagree with Purchasers' calculation of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver Year-End Net Worth, but may choose not to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed challenge it because even as computed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments Purchasers it results in no adjustment to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assetshereunder, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that in such case Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject deemed to further have waived any rights to challenge and in no way shall be deemed to have agreed with Purchasers' calculation by virtue of their failure to challenge Purchasers' calculation if such calculation shall be relevant in any other dispute or reviewcontext. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, in immediately available funds, the amount due such obligee(s) with respect to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The Purchase Price shall be subject to adjustmentIf Reference Working Capital exceeds Final Working Capital, Seller Representative, as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are agent for the account of Sellers, shall pay to Buyer, on behalf of itself and all revenues and refundsas agent for its permitted assignees, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made as an adjustment to the Purchase Price pursuant to this Price, in the manner and with interest as provided in Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities2.04(d), the Purchase Price shall be increased by the amount of such excess; (ii) if . If Final Working Capital exceeds Reference Working Capital, Buyer shall, on behalf of itself and as agent for its assignees, pay to Seller Representative, as agent for the Adjustment Liabilities are Sellers, in excess of the Adjustment Assetsmanner and with interest as provided in Section 2.04(d), the Purchase Price shall be decreased by the amount of such excess; (iii. Sellers’ obligations pursuant to this Section 2.04(a) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 joint and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilitiesseveral. (b) Sellers Seller Representative, as agent for the Sellers, shall deliver pay to Buyer, not fewer than seven Business Days prior to the Closing Dateon behalf of itself and as agent for its permitted assignees, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments as an adjustment to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to SellerPrice, the amount of Final Debt, in the Purchase Price paid manner and with interest as provided in Section 2.04(d). Sellers’ obligations pursuant to Sellers at the Closing this Section 2.04(b) shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificatejoint and several. (c) Within 90 days after Buyer, on behalf of itself and as agent for its permitted assignees, shall pay to Seller Representative, as agent for the Closing DateSellers, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments as an adjustment to the Purchase Price Price, the amount of Final Cash, in the manner and with interest as provided in Section 2.04(d). (d) The parties agree that the aggregate amount of any payment required to be made pursuant to Section 3.3(aSections 2.04(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer 2.04(b) or 2.04(c) shall provide Sellers with such be netted against each other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price payment required to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shallany of such Sections. Any such net payment shall be made at a mutually convenient time and place, within 30 20 days after their receipt of the Post-Closing CertificateFinal Debt, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing CertificateFinal Cash and Final Working Capital have been determined, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either delivery by Buyer or Seller Representative (on behalf of Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, of a certified or official bank check payable in immediately available fundsfunds to Seller Representative or Buyer (as the case may be) or by causing such payments to be credited to such account of such other party as may be designated by such other party. The amount of such net payment to be made pursuant to this Section 2.04(d) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (e) If it is discovered during the preparation of the Closing Balance Sheet that the Balance Sheet was not prepared in accordance with GAAP, the amount due such obligee(s) parties agree that the Balance Sheet and the Reference Working Capital shall be restated in accordance with GAAP for the sole purpose of calculating the purchase price adjustment pursuant to Section 2.03 and this Section 2.04 and for no other purpose, and references to those terms in this Section 2.04 shall be to those amounts as restated. The parties agree that the purchase price adjustment to be made pursuant to this Section 2.04 will not include items that are not part of the Closing Working Capital and Final Working Capital calculations. Except as otherwise contemplated in this Section 2.04(e), neither Section 2.03 nor Section 2.04 is intended to be used to adjust for errors or omissions that may be found with respect to the Balance Sheet or any item that is not a Disputed Item within three Business Days of inconsistencies between the date on Balance Sheet and GAAP, for which a dispute no longer exists, to an account or accounts specified in writing by Article 12 shall be the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parentsole and exclusive remedy.

Adjustment of Purchase Price. (a) The Purchase Price shall be subject Estimated Net Asset Value. Prior to adjustmentthe date hereof, Sellers and Purchaser jointly prepared a calculation of the Estimated Net Asset Value by adjusting the unaudited, consolidated balance sheet of Shareholder as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”)February 29, to, among other things, reflect the principle 2008 that all revenues and refunds, and all costs, expenses and liabilities, attributable was provided to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to this Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities, the Purchase Price shall be increased by the amount of such excess; (ii) if the Adjustment Liabilities are in excess of the Adjustment Assets, the Purchase Price shall be decreased by the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed Purchaser by Sellers (the “Pre-Closing CertificateFebruary 2008 Balance Sheet”), which shall specify Sellers’ good faith estimate ) to (A) reflect the increase to the goodwill of the adjustments Business resulting from the acquisition of substantially all of the assets of Pest Management of Richmond, Inc., (B) remove reserves for claims and litigation that are to be retained by Sellers as contemplated by Section 2.3(b) above, (C) fully accrue, to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assetsextent not already accrued, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes all amounts owed with respect to the Assumed Liabilities for the obligations to make outstanding payments, including contingent payments, pursuant to Contracts involving the purchase by any Seller of all or substantially all of the assets or capital stock of any other Person, (D) reflect substantive adjustments that have arisen as of the date hereof from the preparation of the Audited Financial Statements as contemplated by Section 6.4 (except no such adjustment shall be made with respect to recognition of termite renewal revenue), (E) reflect the historical fiscal year-end practices of Sellers, (F) remove accounts receivable that are to be retained by Sellers as contemplated by Section 2.2(n) above and (G) reflect the other substantive adjustments that were agreed to by the Parties prior to the date hereof (as adjusted, the “Pre-Closing Certificate prior Calculation”). The Pre-Closing Calculation is attached as Exhibit 3.2(a). Sellers represent and warrant that the February 2008 Balance Sheet was prepared from the books and records of Sellers in accordance with GAAP (subject to the Closing Date absence of footnotes thereto and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price any other exceptions set forth in Schedule 4.7), applied consistently with the Balance Sheet. “Estimated Net Asset Value” means the estimated Net Asset Value of Sellers, as shown in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”)Calculation, which shall set forth Buyer’s final adjustments to the Purchase Price Parties agree to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review$92,000,000. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to Buyer, as the case may be, in immediately available funds, the amount due such obligee(s) with respect to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The Purchase Price If the Estimated Total Closing Payment exceeds the Final Total Closing Payment, Seller shall be subject pay to adjustmentBuyer, as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made an adjustment to the Purchase Price pursuant to this Price, in the manner and with interest as provided in Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities2.05(b), the Purchase Price shall be increased by the amount of such excess; (ii) if . If the Adjustment Liabilities are Final Total Closing Payment exceeds the Estimated Total Closing Payment, Buyer shall pay to Seller, in excess of the Adjustment Assetsmanner and with interest as provided in Section 2.05(b), the Purchase Price shall be decreased by the amount of such excess; . “Final Total Closing Payment” means the Total Closing Payment based on Final Closing Stockholders Equity and Final Closing Repayable Debt. “Final Closing Stockholders Equity” and “Final Closing Repayable Debt” mean Closing Stockholders Equity and Closing Repayable Debt, respectively, (iiii) whether as shown in Seller’s calculation delivered pursuant to Section 2.04(a), if no notice of disagreement with respect thereto is duly and timely delivered pursuant to Section 2.04(b); or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (vii) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering such a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellersis so delivered, then (A) as agreed by Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a)2.04(c) or (B) in the absence of such agreement, together with reasonably detailed documentation supporting as shown in the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made independent accountant’s calculation delivered pursuant to Section 3.3(a2.04(c), as reflected ; provided that in the Post-no event shall Final Closing Certificate, Sellers shall, within 30 days after their receipt Stockholders Equity or Final Closing Repayable Debt be more than Seller’s calculation of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Stockholders Equity or Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to Sellers or Sellers shall pay to BuyerRepayable Debt, as the case may be, in immediately available fundsdelivered pursuant to Section 2.04(a) or less than Buyer’s calculation of Closing Stockholders Equity or Closing Repayable Debt, as the amount due such obligee(s) with respect case may be, delivered pursuant to any item that is not a Disputed Item within three Business Days of the date on which a dispute no longer exists, to an account or accounts specified in writing by the obligee(sSection 2.04(b). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The If the Estimated Purchase Price shall be subject to adjustment, as of 12:01 a.m. (St. Louis time) on exceeds the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made to the Final Purchase Price pursuant to this Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities, the Purchase Price shall be increased by the amount of such excess; (ii) if , the Adjustment Liabilities are in excess “Deficit Amount”), then, within five Business Days after the determination of the Adjustment AssetsFinal Purchase Price, Seller shall pay to Buyer, by wire transfer of immediately available funds to the accounts specified by Buyer, an amount equal to the Deficit Amount. If the Final Purchase Price shall be decreased by exceeds the Estimated Purchase Price (the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing CertificateIncrease Amount”), which shall specify Sellers’ good faith estimate then, within five Business Days after the determination of the adjustments to the Final Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to Sellers. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoingPrice, Buyer shall pay to Sellers Seller, by wire transfer of immediately available funds to the accounts specified by Seller, an amount equal to the Increase Amount. The “Final Purchase Price” means the Purchase Price as shown in Buyer’s calculation delivered pursuant to Section 2.08(b), if no Objection Notice is duly delivered pursuant to Section 2.08(d); or Sellers shall pay to Buyerif an Objection Notice is delivered, as agreed by Buyer and Seller pursuant to Section 2.08(e) or in the case may beabsence of such agreement, as shown in immediately available funds, the amount due such obligee(s) with respect Accounting Firm’s calculation delivered pursuant to any item Section 2.08(e); provided that is not a Disputed Item within three Business Days in no event shall the Final Purchase Price be less than Buyer’s calculation of the date on which a dispute no longer exists, Purchase Price delivered pursuant to an account Section 2.08(b) or accounts specified in writing by more than Seller’s calculation of the obligee(sPurchase Price delivered pursuant to Section 2.08(d). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by Parent.

Adjustment of Purchase Price. (a) The Purchase Price ai If Base Stockholder's Equity exceeds Final Stockholder's Equity by at least $100,000, Seller shall be subject pay to adjustmentBuyers, as of 12:01 a.m. (St. Louis time) on the Closing Date (the “Adjustment Time”), to, among other things, reflect the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for any period prior to the Adjustment Time are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that are not Assumed Liabilities, which in any event will remain liabilities and obligations of Sellers) attributable to the operation of the System from and after the Adjustment Time are for the account of Buyer. The adjustments to be made an adjustment to the Purchase Price pursuant to this Price, in the manner and with interest as provided in Section 3.3(a) shall consist of the following: (i) if the Adjustment Assets are in excess of the Adjustment Liabilities2.04(b), the Purchase Price shall be increased by the amount of such excess; (ii) if the Adjustment Liabilities are in excess of the Adjustment Assets, the Purchase Price shall be decreased by the amount of such excess; (iii) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Equivalent Basic Subscribers is fewer than 235,000) or increased (if the actual number of Equivalent Basic Subscribers is greater than 235,000) by an amount equal to $3,255 multiplied by the difference between 235,000 and the actual number of Equivalent Basic Subscribers; (iv) whether or not Section 6.14 applies, the Purchase Price shall be reduced (if the actual number of Data Subscribers is fewer than the Adjusted Data Subscriber Target) or increased (if the actual number of Data Subscribers is greater than the Adjusted Data Subscriber Target) by an amount equal to $1,800 multiplied by the difference between the Adjusted Data Subscriber Target and the actual number of Data Subscribers; and (v) if Section 6.14 applies, then the Purchase Price shall be reduced by the amount determined in accordance with Section 6.14. provided that the application of clauses (iii) and (iv) above, taken together, shall not increase the Purchase Price (i.e., the Purchase Price will be increased pursuant to clause (iii) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iv) above, and the Purchase Price will be increased pursuant to clause (iv) above only in the event of, and only to the extent of, any reduction of the Purchase Price pursuant to clause (iii) above). The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities. (b) Sellers shall deliver to Buyer, not fewer than seven Business Days prior to the Closing Date, a certificate signed by Sellers (the “Pre-Closing Certificate”), which shall specify Sellers’ good faith estimate of the adjustments to the Purchase Price required under Section 3.3(a) (including estimates of the Adjustment Assets, Adjustment Liabilities, Equivalent Basic Subscribers and Data Subscribers), calculated as of the Adjustment Time. The Pre- Closing Certificate shall be accompanied by reasonably detailed documentation supporting the calculations set forth therein. Buyer may challenge the contents of the Pre-Closing Certificate within four Business Days following delivery thereof and the documentation described in the preceding sentence if Buyer believes, in good faith, that it is in error, by delivering a notice of disagreement to SellersFinal Stockholder's Equity. If Buyer delivers a notice of disagreement to Sellers, then Buyer and Sellers shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate prior to the Closing Date and the amount of the Purchase Price paid to Seller Final Stockholder's Equity exceeds Base Stockholder's Equity by at Closing shall be based on the adjustments to the Purchase Price as mutually agreed to by Sellers and Buyer. If Buyer does not deliver a notice of disagreement to Seller, the amount of the Purchase Price paid to Sellers at the Closing shall be based on the adjustments to the Purchase Price set forth in the Pre-Closing Certificate. (c) Within 90 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the “Post-Closing Certificate”), which shall set forth Buyer’s final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), together with reasonably detailed documentation supporting the calculations set forth therein; and, thereafter, Buyer shall provide Sellers with such other documentation relating to the Post-Closing Certificate as is available to Buyer and that Sellers may reasonably request. If Sellers wish to dispute the final adjustments to the Purchase Price to be made pursuant to Section 3.3(a), as reflected in the Post-Closing Certificate, Sellers shall, within 30 days after their receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items (the “Disputed Items”) together with such documentation as Buyer may reasonably request. If Sellers notify Buyer of their acceptance of the amounts set forth in the Post-Closing Certificate, or if Sellers fail to deliver their report of any Disputed Items within the 30-day period specified in the preceding sentence, the amounts set forth in the Post-Closing Certificate shall be conclusive, final and binding on Buyer and Sellers as of the last day of such 30-day period. If Sellers serve Buyer with a written description of Disputed Items within such 30-day period and Buyer and Seller do not resolve any Disputed Item within 30 days after Buyer’s receipt of such written description, Buyer and Sellers shall, within the ten days following expiration of such 30-day period, appoint an independent public accounting firm of national reputation as is agreed upon by them to resolve the Disputed Items, provided such firm is not the auditor for either Buyer or Sellers. The cost of retaining such firm shall be borne one-half by Buyer and one-half by Sellers. Such firm shall report its determination in writing to Buyer and Sellers, and such determination shall be conclusive and binding on Buyer and Sellers and shall not be subject to further dispute or review. (d) If, as a result of any resolution reached by Buyer and Sellers, or any determination made by an accounting firm, in either case pursuant to Section 3.3(c), Buyer is finally determined to owe any amount to Sellers, or Sellers are finally determined to owe any amount to Buyer, the obligor(s) shall pay such amount to the obligee(s), in immediately available funds, within three Business Days of such determination. Notwithstanding the foregoingleast $100,000, Buyer shall pay to Sellers Seller, in the manner and with interest as provided in Section 2.04(b), the amount of such excess above Final Stockholder's Equity. "BASE STOCKHOLDER'S EQUITY" means $17,756,000. "FINAL STOCKHOLDER'S EQUITY" means the Closing Stockholder's Equity (i) as shown in Buyer's calculation delivered pursuant to Section 2.03(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.03(b); or Sellers (iiA if such a notice of disagreement is delivered, (A) as agreed by Buyers and Seller pursuant to Section 2.03(c) or (B) in the absence of such agreement, as shown in the independent accountant's calculation delivered pursuant to Section 2.03(c); PROVIDED that in no event shall pay Final Stockholder's Equity be less than Buyers' calculation of Closing Stockholder's Equity delivered pursuant to BuyerSection 2.03(a) or more than Seller's calculation of Closing Stockholder's Equity delivered pursuant to Section 2.03(b). (bi Any payment pursuant to Section 2.04(a) shall be made at a mutually convenient time and place within 10 days after the Final Stockholder's Equity has been determined by delivery by Buyers or Seller, as the case may be, of a certified or official bank check payable in immediately available fundsfunds to the other party or by causing such payments to be credited to such account of such other party as may be designated by such other party. The amount of any payment to be made pursuant to this Section 2.04 shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate as published in the WALL STREET JOURNAL, Eastern Edition in effect from time to time during the period from the Closing Date to the date of payment (the "PRIME RATE"). Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed (ci Any amount due such obligee(s) with respect paid by Buyers or Seller as an adjustment to any item that is not a Disputed Item within three Business Days the Purchase Price shall be allocated as an adjustment to the purchase price of the date on which a dispute no longer exists, US Shares equal to the change (if any) in stockholder's equity of PK-US from the Balance Sheet to the Closing Balance Sheet and as an account or accounts specified adjustment to the purchase price of the UK Shares equal to the change (if any) in writing by stockholder's equity of the obligee(s). Any amount not paid by a Seller as required under this Section 3.3(d) will be paid by ParentUK Companies from the Balance Sheet to the Closing Balance Sheet.