Common use of Adjustment of the Purchase Price Clause in Contracts

Adjustment of the Purchase Price. (a) Within 75 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representatives. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and the Post-

Adjustment of the Purchase Price. (a) Within 75 days after 4.1 Any adjustment of the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared Purchase Price in accordance with accounting policies this section 4 shall be between and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation benefit and cost of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller Buyer or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible have no effect for the preparation holders of the Initial Closing Statement Piranema Bond, provided that, for the avoidance of doubt, the Piranema Bondholders shall always be made available entitled to receive the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesCash Payment. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such item or amount, and a calculation 4.2 Any adjustment of the Purchase PricePrice in accordance with this section 4 relates to the value of the Shares and shall therefore in its entirety be allocated to and affect the Share Consideration. 4.3 The Purchase Price is based on the assumption that the Company and the Subsidiary at the Closing Date shall have the Target Net Debt and the Target Net Working Capital. 4.4 The Purchase Price shall be adjusted with an amount equal to (i) the Actual Cash, Company Indebtedness and Closing plus (ii) the Actual Net Working Capital based on (for the avoidance of doubt, the Actual Net Working Capital shall be subtracted if it is a negative number) less (iii) the Actual Debt (such objections (sum the “Notice of DisagreementAdjustment Amount”). If the Seller delivers Adjustment Amount is a positive amount, it shall be paid by the Buyer to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing StatementSeller. If the Seller timely delivers Adjustment Amount is a Notice of Disagreementnegative amount, only those matters specified in such Notice of Disagreement it shall be deemed paid by Seller to the Buyer. 4.5 The Adjustment Amount shall be calculated based on a consolidated balance sheet per the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared by the Seller in disputeaccordance with the Accounting Principles, shall be confirmed by the Seller’s auditor and shall be presented to Buyer no later than 30 Business Days after the Closing Date. The Buyer shall procure that the Seller has access to all other matters included in records of the Initial Company and the Subsidiary reasonably required to produce the Closing Statement shall Balance Sheet. 4.6 Any objection to the Closing Balance Sheet must be presented to the Seller within 30 Business Days after the date on which Buyer received the Closing Balance Sheet; otherwise the Closing Balance Sheet will be final and binding upon the Purchaser Adjustment Amount is immediately due for payment. If the Buyer objects to the Closing Balance Sheet, and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller Buyer and the Purchaser shall first use reasonable efforts Seller fail to resolve such objections. (ii) Any resolution by the Seller and matter amicably within 10 Business Days after the Purchaser as to such objections shall be final and binding day on which the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, executed Buyer’s objection was received by the Seller, the Purchaser Buyer and the Neutral Seller shall within 10 Business Days (i) either jointly appoint a Norwegian certified accountant or (ii) ask that the chairman of the Norwegian Institute of Public Accountants appoint a Norwegian certified accountant (for the purposes of this section 4 the “Accountant”), who shall be immediately available to consider and resolve any Unresolved Objectionsthe matter in accordance with the Accounting Principles. The Neutral Accountant shall decide on the matter based on written submissions from the Buyer and the Seller, which shall be submitted to the Accountant no later than 10 Business Days after the date on which the Accountant accepted the Assignment. The Accountant shall deliver its decision within 30 Business Days after having accepted the assignment and the Adjustment Amount shall be paid within five Business Days of such decision. The decision of the Accountant is final and binding (in the absence of manifest error) and shall be confidential. The cost of the Accountant shall be engaged as expert not arbitratorsplit 50/50 between the Buyer and the Seller. The Buyer and the Seller shall cover their own costs incurred in relation to the Closing Balance Sheet and any dispute related thereto. 4.7 When the Closing Balance Sheet and Adjustment Amount (ivif any) The Neutral Accountant is agreed or determined in accordance with this section 4, the Buyer or the Seller, as the case may be, shall be instructed only within five Business Days pay to resolve the Unresolved Objections other Party by wire transfer of immediately available funds to the Buyer or the Seller, as the case may be, the Adjustment Amount (if any) together with interest calculated on the Adjustment Amount at a rate equal to NIBOR (as quoted on page NIBP on the Reuters screen for interest periods of 6 months’ duration on the Closing Date) plus a margin of 200 basis points, for the period between Closing and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, date the Adjustment Amount is paid (with interest compounded every 6 months). 4.8 If any of the Unresolved Objections, including, but not limited toParties fails to pay the Adjustment Amount by the deadline set out in sub-section 4.7, the determination prevailing interest on late payments in Norway as calculated in accordance with the Norwegian Late Interest Payment Act (Nw. Forsinkelsesrenteloven) shall apply from such deadline until the Adjustment Amount is actually paid. 4.9 The Parties shall use their reasonable endeavours, and the Buyer shall procure that the Company and the Subsidiaries use their reasonable endeavours, to assist the Buyer’s and the Seller’s respective representatives, the Buyer’s auditors, the Seller’s auditors and (if applicable) the Accountant and shall endeavour to procure that the matters required of each of them under this section 4 are fulfilled as soon as practicable after their respective appointments. Without prejudice to the generality of the Pension Deficit Amount foregoing, each of the Parties shall promptly on request supply, or procure that promptly on request there is supplied, to such persons all such documents and the Post-information as they each may reasonably require for fulfilment of their obligations under this section 4.

Adjustment of the Purchase Price. (a) On the second day following the Closing Date, representatives of Seller and Purchaser shall conduct a physical count of all Inventory of the Seller and shall determine a good faith estimate of the valuation of such Inventory as of the Closing using the Agreed Accounting Principles (the “Inventory Valuation Estimate”). (b) Within 75 seventy-five (75) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Closing Working Capital Statement. The Initial Closing Statement , which shall contain only the line items include reasonable detail supporting Purchaser’s calculations set forth on Exhibit 1.01(a)therein and reasonable detail supporting any change from the Estimated Working Capital Statement or the calculations set forth therein. The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the PurchaserDuring such 75-day period, during normal business hours hours, Purchaser and upon reasonable prior notice, its Representatives shall be permitted reasonable access to the books, records and working papers personnel of the Seller and its Affiliates relating to the extent Business that they relate to the Xxxxxx Entities or are otherwise reasonably required for the reasonable and appropriate in connection with Purchaser’s preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Working Capital Statement. (c) During Subject to complying with the 30 days restrictions set forth in Section 5.02(b), at reasonable times during normal business hours during the 30-day period immediately following the Seller’s receipt of the Initial Closing Working Capital Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller Representatives shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access permitted to review the records of Purchaser relating to the books, records and working papers of the Xxxxxx Entities and their Affiliates Initial Working Capital Statement reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours make reasonably available to the Seller and upon reasonable prior notice, that its Representatives the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Working Capital Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesrelated thereto. (d) The Seller shall deliver to the Purchaser on or before by the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Working Capital Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for describing its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement (“Notice of Disagreement”); provided, that any objections must be on the basis that the amounts set forth in the Initial Working Capital Statement (i) were not determined in accordance with the Agreed Accounting Principles; or (ii) were arrived at based on mathematical or clerical error. If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or and the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in disputedispute (the “Disputed Items”), and all other matters included in the Initial Closing Working Capital Statement shall be final final, binding and binding conclusive upon the Purchaser and the Sellerparties hereto. (e) The objections Disputed Items set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use commercially reasonable efforts to resolve such objectionsDisputed Items. (ii) Any resolution by the Seller and the Purchaser as to such objections Disputed Items shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections Disputed Items set forth on the Notice of Disagreement within 30 thirty (30) days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 thirty (30) days following the expiration of such 30-day period, engage the Neutral AccountantAccounting Referee, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral AccountantAccounting Referee, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant Accounting Referee shall be instructed only to resolve the Unresolved Objections based on written information to be provided to, or presentations made to, the Accounting Referee by the Seller and shallPurchaser and shall be instructed not to otherwise investigate any other matter independently. The Seller and Purchaser shall request that the Accounting Referee make a final determination (which determination shall be binding on the parties hereto) of the Working Capital Amount within thirty (30) days from the date the Unresolved Objections and presentations were submitted to the Accounting Referee and such final determination shall be deemed the Final Working Capital Statement. During the 30-day review by the Accounting Referee, the Seller and Purchaser shall each make available to the Accounting Referee such individuals and such information, books and records as may be reasonably required by the Accounting Referee to make its final determination. (v) The resolution by the Accounting Referee of the Unresolved Objections shall be conclusive and binding upon the parties hereto absent manifest error or fraud. The parties hereto agree that the procedure set forth in this Section 2.06(e) for resolving disputes with respect to the Initial Working Capital Statement and the Working Capital Amount shall be the sole and exclusive method for resolving any such disputes. (vi) The fees and expenses of the Accounting Referee will be allocated to and paid by Purchaser, on one hand, and the Seller, on the other hand, based upon the relative success (in terms of percentages) of the aggregate of each of Purchaser’s and the Seller’s claims. (f) The Initial Working Capital Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Working Capital Statement and be binding on the parties hereto for the purposes of this Section 2.06 upon the earliest to occur of (i) the delivery by the Seller of the Notice of Acceptance or the failure of the Seller to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.06(d); (ii) the resolution of all Disputed Items by the Seller and Purchaser pursuant to Section 2.06(e)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.06(e)(v) by the Accounting Referee. Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Closing Cash Adjustment is positive, within five (5) Business Days of the final determination of the Working Capital Amount, Purchaser shall pay to the Seller an amount equal to the Closing Cash Adjustment by wire transfer of immediately available funds to a bank account designated in writing by the Seller; or (ii) If the Closing Cash Adjustment is negative, Purchaser shall have the option, in its sole discretion, be permitted to engage an independent actuary to assist in recover the resolution of, or to resolve, any absolute amount of the Unresolved ObjectionsClosing Cash Adjustment from the Seller directly, includingthrough the set-off of any future payments to be made to the Seller pursuant to Section 2.04(a)(iv), but not limited tounder the Transition Services Agreement, and/or the payment by the Escrow Agent from the Escrow Account. If Purchaser elects to recover such amount through payment by the Escrow Agent, within five (5) Business Days of such election following the final determination of the Pension Deficit Amount and Working Capital Amount, the Post-Escrow Agent shall pay to Purchaser the absolute amount of the Closing Cash Adjustment. (g) If the delivery deadline date for the Initial Working Capital Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day.

Adjustment of the Purchase Price. Thx xxxxed cash purchase price for each of the respective Businesses as set forth in Schedule 3.1 shall be adjusted in accordance with the following provisions: (a) Within 75 At least five (5) days after prior to the scheduled Closing DateDate for the sale of each respective Business, the Purchaser shall prepare Sellers shall, in consultation with Buyers and providing Buyers with all relevant supporting information and work papers, deliver to Buyers, a certificate (a "Net Working Capital Certificate"), for each Business (including on a combined basis with MND or HLC, as applicable), as of the Seller the Initial scheduled Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be Date for such sale, prepared in accordance with generally accepted accounting policies principles from the books and practices consistent records of the relevant Seller and Company, if applicable, and in accordance with those used this Section 3.4, and representing a good faith and reasonable estimate of the following: (i) the amount of estimated Net Working Capital of the Business; (ii) the items included in the preparation estimated Net Working Capital of the Business Financial Statements and, as of the scheduled Closing Date; and (iii) the estimated amount of the adjustment to the extent stated cash purchase price to be paid by Buyers to Sellers for the relevant Business as set forth in Schedule 3.1. Net Working Capital for the relevant Business shall be calculated and defined herein as (1) all Accounts Receivable of the relevant Seller and Company, if applicable, with respect to the Business sold as of the applicable Closing Date, excluding any prepaid Accounts Receivable for which a Buyer will provide services after the Closing ("Prepaid Receivables") and excluding any Accounts Receivable from customers for whom Sellers or Companies have ceased providing service and have accordingly removed all equipment from such customer location; (2) the net book value of any Inventory of the relevant Seller and Company, if applicable, with respect to the Business sold as of the applicable Closing Date; (3) reduced by the face amount of any Advance Payments of the relevant Seller and Company, if applicable, related to the Business sold as of the applicable Closing Date; and (4) less the amount of any unpaid and assumed trade payables of the Business as of the Closing Date and all other prorations, Liabilities or adjustments under Sections 3.4, 3.5 and 3.6 (including without limitation (a) the net present value of any direct payment obligations (excluding so-called "release payments") assumed by Buyers under the real estate purchase option for, or relating to, the M&N Landfill which are other than as specifically set forth in Schedule 3.4(a) and (b) Liabilities which are not inconsistent with the foregoing, GAAPAssumed Liabilities but which are assumed or paid by Buyers or Companies (after Closing) on behalf of Sellers or Companies (prior to Closing) if Sellers do not discharge such Liabilities within five (5) days of written notification from Buyers and no bona fide disputes exist regarding such Liabilities). (b) From In the event Buyers object to any of the information set forth on the estimated Net Working Capital Certificate or accompanying schedules as delivered by Sellers pursuant to Section 3.4(a), the parties shall negotiate in good faith and agree on appropriate adjustments so that such estimated Net Working Capital Certificate and accompanying schedules reflect a reasonable estimate of the Net Working Capital of the relevant Business as of the scheduled Closing Date until (the delivery estimated Net Working Capital Certificate as finally determined by the parties pursuant to this subsection is herein referred to herein as the "Estimated Net Working Capital Certificate" and the amount of Net Working Capital set forth therein is herein referred to as the "Estimated Net Working Capital"). The Estimated Net Working Capital arrived at above shall then provide the basis for payment at Closing of 75% of such amount pursuant to Section 3.1(b), but shall not otherwise be conclusive in the determination of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, Final Net Working Capital of that Business or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained other Business. No determinations or agreements by the Purchaser, during normal business hours parties in determining and agreeing upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements Estimated Net Working Capital shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser prevent any party from disputing such calculation in connection with the preparation determination of the Initial Closing StatementFinal Net Working Capital for the subject Business or any other Business. (c) During Buyers shall use their best efforts to deliver to BFI no later than 120 days after the 30 days immediately following Closing Date for the Seller’s receipt sale of each respective Business, a proposed final Net Working Capital Certificate, prepared in accordance with the provisions of Section 3.4(a), but using actual data as of the Initial relevant Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers Date instead of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesestimates. (d) The Seller shall deliver Within thirty (30) days following the delivery by Buyers of the proposed final Net Working Capital Certificate under Section 3.4(c) above, BFI may object to any of the information contained in the proposed final Net Working Capital Certificate or accompanying schedules which could affect the necessity or amount of any payment by a Buyer of additional purchase price to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees Sellers. Any such objection shall be made in the Initial Closing Statement, together with a reasonably detailed description writing by BFI to Superior and shall state BFI's determination of the reasons amount of the proposed final Net Working Capital for its objections to each such item or amount, the relevant Business and a include details of BFI's calculation of the Purchase Price, Company Indebtedness and Closing proposed final Net Working Capital based on such objections (“Notice of Disagreement”). If and the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as reasons why BFI's calculations are different than Buyers' calculations of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be proposed final and binding upon the Purchaser and the SellerNet Working Capital. (e) The objections set forth on In the Notice event of Disagreement a dispute or disagreement relating to the proposed final Net Working Capital Certificate or schedules which Buyers and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing which has not previously provided services to any party hereto (the "Accounting Firm") and which Accounting Firm shall be resolved mutually selected by BFI and Superior (provided that, if agreed by BFI and Superior, the same Accounting Firm may resolve disputes over more than one Net Working Capital Certificate). The Accounting Firm shall make a resolution of the proposed final Net Working Capital Certificate of the relevant Business as follows: (i) The Seller of the relevant Closing Date and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by calculation of the Seller and proposed final Net Working Capital for the Purchaser as to such objections Business sold, which shall be final and binding on all parties for purposes of this Article 3. The Accounting Firm shall be instructed to use every reasonable effort to perform its services within thirty (30) days of submission to it of the disputed Net Working Capital Certificate(s) and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Accounting Firm shall be shared one-half by Superior and one- half by BFI and Buyers and Sellers shall cooperate with the Accounting Firm and provide it with all necessary Books and Records (including outside accountant work papers) to assist it in its resolution. The final Net Working Capital Certificate and Net Working Capital reflected therein as agreed by the parties heretoor determined by the Accounting Firm is herein called the "Final Net Working Capital Certificate" and the "Final Net Working Capital." (f) Subject to the other terms and conditions of, and adjustments required or allowed by, this Agreement (including without limitation under Section 3.4(g), 3.5, 3.6 and Article 10), within ten (10) days after any final determination of the Final Net Working Capital for a Business (each, a "Settlement Date"), either: (i) if the Final Net Working Capital for the Business sold, as adjusted herein, is greater than 75% of related Estimated Net Working Capital (the amount paid by Buyers at Closing), then Buyers shall deliver to Sellers immediately available funds equal to the amount of such difference or (ii) if the Final Net Working Capital for the Business sold, as adjusted herein, shall be less than 75% of the Estimated Net Working Capital for the Business sold, then BFI shall pay to Superior the amount of such difference in immediately available funds. (iiig) If BFI shall remit to the Seller relevant Buyer, or the relevant Buyer may offset and reduce the Purchaser do not reach a resolution amount of Final Net Working Capital for purposes of payments from one party to the other under Section 3.4(f) above or otherwise, an amount equal to the sum of (i) the face amount of all objections set forth on the Notice uncollected Accounts Receivable for any Business sold to Buyer which remain uncollected and outstanding as of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller one hundred and the Purchaser shall, within 30 twenty (120) days following the expiration respective Closing Date for the sale of such 30-day periodBusiness plus (b) interest on the face amount of such uncollected Accounts Receivable calculated at the rate of 6% per annum from the Closing Date to the date of remittance or reimbursement to the relevant Buyers, engage provided the Neutral Accountant, pursuant Buyer has attempted to an engagement agreement, including customary indemnities in favor collect such Accounts Receivable consistent with its normal business practices (which shall consist of the Neutral Accountant if so requested, executed by the Sellerno more than mailing periodic reminder invoices). Upon BFI's remittance or Buyer's offset of such amounts, the Purchaser relevant Buyer shall convey good and the Neutral Accountantmarketable title to such uncollected Accounts Receivable to BFI, to resolve free and clear of any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitratorLiens. (ivh) The Neutral Accountant No adjustments under this Section (or under Sections 3.5 or 3.6) shall be instructed only subject to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, limitations or to resolve, any of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and the Post-procedures under Article 10.

Adjustment of the Purchase Price. Section 2.08 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: (a) Within 75 76 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Closing Working Capital Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From At all reasonable times during the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 45 days immediately following the Seller’s receipt of the Initial Closing Working Capital Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller representatives shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access permitted to review the records of the Purchaser relating to the books, records and working papers of Business relating to the Xxxxxx Entities and their Affiliates Initial Working Capital Statement reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours make reasonably available to the Seller and upon reasonable prior notice, that its representatives the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Working Capital Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesrelated thereto. (dc) The Seller shall deliver to the Purchaser on or before by the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Working Capital Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for describing its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before by the Objection Deadline Date, then, effective as of the earlier of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the Seller. (ed) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties heretoparties. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Seller’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently. The Purchaser and the Seller shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and shallsuch final determination shall be deemed the Final Working Capital Statement. During the 30-day review by the Neutral Accountant, in the Purchaser and the Seller shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its sole discretion, be permitted to engage an independent actuary to assist in final determination. (v) The resolution by the resolution of, or to resolve, any Neutral Accountant of the Unresolved ObjectionsObjections shall be conclusive and binding upon the Seller and the Purchaser. The Seller and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes. (vi) The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by the Seller of the Notice of Acceptance or the failure of the Seller to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), including(y) the resolution of all disputes by the Seller and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, but not limited toan adjustment to the Purchase Price shall be made as follows: (i) If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the determination “Deficiency”) by more than Cdn$3,000,000, the Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and Cdn$3,000,000 and the Seller shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Seller under this Section 2.08(e)(i) shall not exceed Cdn$15,000,000. (ii) If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than Cdn$3,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and Cdn$3,000,000 and the Purchaser shall pay to the Seller such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed Cdn$15,000,000. (f) Any payment required to be made by the Seller or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made. (g) If the delivery deadline date for the Initial Working Capital Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day. The procedures for preparing the Initial Working Capital Statement and the Final Working Capital Statement as set forth in this Section 2.08 may be modified by mutual written agreement between the Seller and the Purchaser.” (a) The definition of Initial Working Capital Statement contained in Section 1.01 of the Pension Deficit Amount Purchase Agreement is hereby amended and the Post-restated in its entirety to read as follows:

Adjustment of the Purchase Price. (a) Within 75 days after Pre-Closing Statement. No less than three (3) Business Days prior to the Closing Date, but no earlier than five (5) Business Days prior to the Closing Date, the Purchaser Company shall prepare and deliver to Purchaser a statement (the Seller the Initial “Pre-Closing Statement. The Initial ”), certified by an executive officer of the Company, setting forth in reasonable detail, with reasonable supporting documentation, the Company’s good faith estimates of (i) the Closing Statement shall contain only Date Cash (the line items “Estimated Closing Date Cash”), (ii) the Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”), (iii) the Closing Date Working Capital (the “Estimated Working Capital”), (iv) the Estimated Working Capital Increase, if any, (v) the Estimated Working Capital Decrease, if any, (vi) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and (vii) the amount, and the calculation of, the Estimated Purchase Price and Closing Payments derived therefrom in accordance with Section 1.3; provided, that, in the event that the Estimated Working Capital is equal to the Working Capital Floor or the Working Capital Ceiling, or is greater than the Working Capital Floor and less than the Working Capital Ceiling, then the amounts set forth on Exhibit 1.01(ain each of clauses (a)(iv) and (a)(v) shall be Zero Dollars ($0). The Initial Closing Statement shall be prepared in accordance with accounting policies Sellers’ Representative and practices consistent with those used in the preparation of Company, during the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until period from the delivery of the Initial Pre-Closing StatementStatement through the Closing Date, in order to allow the shall, and shall cause their respective directors, officers, employees, accountants, and other relevant advisors to, provide Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officersauditors, employees advisors, counsel, and authorized agents and other representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, ) reasonable access to the booksbooks and records, records and outside accounting firm, working papers (subject to the execution of customary access letters), and personnel of the Seller Company relevant to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation their review of the Initial Pre-Closing Statement and (iithe calculations set forth therein, and the Company shall consider in good faith any comments made by Purchaser to the Pre-Closing Statement. Purchaser’s failure to make any comment regarding, or to dispute any amount included in, the Pre-Closing Statement shall not limit, or have any effect on, Purchaser’s rights pursuant to Section 1.4(b) procureto conduct a review of the Estimated Closing Date Cash, during normal business hours the Estimated Working Capital, the Estimated Working Capital Increase, if any, the Estimated Working Capital Decrease, if any, the Estimated Unpaid Company Transaction Expenses, the Estimated Closing Date Indebtedness and/or the resulting calculation of the Estimated Purchase Price. The Sellers’ Representative and upon the Company shall reasonably cooperate with Purchaser’s review of the Pre-Closing Statement and Purchaser and the Sellers’ Representative shall negotiate in good faith prior to the Closing to resolve any reasonable objection Purchaser may have to the estimates or calculations contained therein; provided, however, if the Parties are unable to agree on any estimate in the Pre-Closing Statement prior noticeto Closing, that the individuals employed by the Seller or its Affiliates who prepared or were responsible then for the preparation purposes of this Agreement, including the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial revised Pre-Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible such estimate for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representatives. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such unresolved item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final estimate of the Company provided in the originally-delivered Pre-Closing Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and the Post-

Adjustment of the Purchase Price. (a) Within 75 60 days after the Closing Date, the Purchaser Seller shall prepare and deliver to the Seller Purchaser (i) the Initial Closing Working Capital Statement. The ; and (ii) the Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAPEmployee Liabilities Statement. (b) From At all reasonable times during the Closing Date until 30 day period immediately following the delivery Purchaser’s receipt of the Initial Closing Statement, in order to allow Working Capital Statement and the Purchaser to satisfy its obligations under this Section 2.06Initial Employee Liabilities Statement until the Objection Deadline Date, the Seller shall (i) provide, provide or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the PurchaserPurchaser (subject to the execution and delivery by the Purchaser of any reasonable acknowledgement or reliance letter required by the Seller’s accountants), during normal business hours and upon reasonable prior noticehours, reasonable access to the books, records and working EXECUTION COPY papers of the Seller relating to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of Initial Working Capital Statement and the Initial Closing Employee Liabilities Statement reasonably requested by the Purchaser; and (ii) procure, during normal business hours hours, make reasonably available to the Purchaser and upon reasonable prior notice, that its representatives the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements Initial Working Capital Statement and the Business Financial Statements shall be made available Initial Employee Liabilities Statement, in order to respond to the reasonable inquiries of the Purchaser and its officersrelated thereto, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, with the Purchaser in connection with the preparation analysis of the Initial Closing Working Capital Statement and the Initial Employee Liabilities Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the The Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representatives. (d) The Seller shall deliver to the Purchaser on or before Seller by the Objection Deadline Date either a notice indicating that the Seller Purchaser accepts the Initial Closing Working Capital Statement and the Initial Employee Liabilities Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees describing in the Initial Closing Statement, together with a reasonably detailed description of the reasons for reasonable detail its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement or the Initial Employee Liabilities Statement (“Notice of Disagreement”); provided, that any objections must be on the grounds that (i) the Initial Working Capital Statement was not determined in accordance with Schedule 2.07; (ii) the Initial Employee Liabilities Statement was not determined in accordance with the definition of Employee Liabilities Amount; or (iii) the Initial Working Capital Statement or the Initial Employee Liabilities Statement was arrived at based on mathematical or clerical error. If the Seller Purchaser delivers to the Purchaser Seller a Notice of AcceptanceAcceptance with respect to the Initial Working Capital Statement or the Initial Employee Liabilities Statement, or the Seller Purchaser does not deliver a Notice of Disagreement on or before the Objection Deadline DateDate with respect to the Initial Working Capital Statement or the Initial Employee Liabilities Statement, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or and the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement and the Initial Employee Liabilities Statement shall be deemed to be the Final Employee Liabilities Statement. If the Seller Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in disputedispute (the “Disputed Items”), and all other matters included in the Initial Closing Working Capital Statement shall be final and binding upon the Purchaser and the Sellerparties hereto. (ed) The objections Disputed Items set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use commercially reasonable efforts to resolve such objectionsDisputed Items. (ii) Any resolution by the Seller and the Purchaser as to such objections Disputed Items shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections Disputed Items set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator.EXECUTION COPY (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections based on information provided by the Seller and the Purchaser and shall be instructed not to otherwise investigate such matters independently. The Seller and the Purchaser shall request that the Neutral Accountant make a final determination (which determination shall be binding on the parties hereto) of the Closing Date Working Capital Amount and the Employee Liabilities Amount within 30 days from the date the Unresolved Objections were submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement and the Final Employee Liabilities Statement. During the 30-day review by the Neutral Accountant, the Seller and the Purchaser shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination. (v) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the parties hereto. The parties hereto agree that the procedure set forth in this Section 2.07(d) for resolving disputes with respect to the Initial Working Capital Statement, the Closing Date Working Capital Amount, the Initial Employee Liabilities Statement and the Employee Liabilities Amount shall be the sole and exclusive method for resolving any such disputes. (vi) The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Working Capital Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Working Capital Statement and be binding on the parties hereto for the purposes of this Section 2.07 upon the earliest to occur of (i) the delivery by the Purchaser of the applicable Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement with respect to the Initial Working Capital Statement by the Objection Deadline Date pursuant to Section 2.07(c); (ii) the resolution of all Disputed Items by the Seller and the Purchaser pursuant to Section 2.07(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.07(d)(iv) by the Neutral Accountant. Within five Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement exceeds the Estimated Closing Date Working Capital Amount (such difference, the “Closing Underpayment”) by an amount equal to at least $500,000, the Purchaser shall, or shall cause a member of the Xxxxxx Group to pay to the Seller within five Business Days of the final determination of the Closing Date Working Capital Amount an amount equal to such Closing Underpayment by wire transfer of immediately available funds to the Purchase Price Bank Account. (ii) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement is less than the Estimated Closing Date Working Capital Amount (such difference, the “Closing Overpayment”) by an amount equal to at least EXECUTION COPY $500,000, the Seller shall pay to the Purchaser within five Business Days of the final determination of the Closing Date Working Capital Amount an amount equal to such Closing Overpayment by wire transfer of immediately available funds to a bank account designated in its sole discretionwriting by the Purchaser (such designation to be made at least three Business Days prior to the day on which such payment is due). (iii) For the avoidance of doubt, if the Closing Underpayment or the Closing Overpayment described in clauses (i) or (ii) above is less than $500,000, the Purchase Price shall not be permitted to engage an independent actuary to assist adjusted and no payments shall be due under this Section 2.07. (f) The Initial Employee Liabilities Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Employee Liabilities Statement and be binding on the parties hereto for the purposes of this Section 2.07 upon the earliest to occur of (i) the delivery by the Purchaser of the applicable Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement with respect to the Initial Employee Liabilities Statement by the Objection Deadline Date pursuant to Section 2.07(c); (ii) the resolution ofof all Disputed Items by the Seller and the Purchaser pursuant to Section 2.07(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.07(d)(iv) by the Neutral Accountant. Within five Business Days after the Final Employee Liabilities Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Employee Liabilities Amount as shown on the Final Employee Liabilities Statement is less than the Estimated Employee Liabilities Amount (such difference, the “Closing Employee Liabilities Overpayment”) by an amount equal to at least $500,000, the Purchaser shall, or shall cause a member of the Xxxxxx Group to resolvepay to the Seller within five Business Days of the final determination of the Employee Liabilities Amount an amount equal to such Closing Employee Liabilities Overpayment by wire transfer of immediately available funds to the Purchase Price Bank Account. (ii) If the Employee Liabilities Amount as shown on the Final Employee Liabilities Statement exceeds the Estimated Employee Liabilities Amount (such difference, the “Closing Employee Liabilities Underpayment”) by an amount equal to at least $500,000, the Seller shall pay to the Purchaser within five Business Days of the final determination of the Employee Liabilities Amount an amount equal to such Closing Employee Liabilities Underpayment by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser (such designation to be made at least three Business Days prior to the day on which such payment is due). (g) For the avoidance of doubt, if the Closing Employee Liabilities Overpayment or the Closing Employee Liabilities Underpayment described in clauses (i) or (ii) of Section 2.07(f) is less than $500,000, the Purchase Price shall not be adjusted and no payments shall be due under this Section 2.07. EXECUTION COPY (h) Any payment required to be made pursuant to this Section 2.07 shall bear interest from the Closing Date through and including the date of payment at the Interest Rate. Adjustments made pursuant to this Section 2.07 shall be netted against each other. (i) If the WC Payment Amount is not paid to the Seller at the Closing, then the Purchaser shall pay the WC Payment Amount to the Seller on the tenth Business Day after the Closing Date by wire transfer in immediately available funds to the Purchase Price Bank Account. (j) To the extent that any of the Unresolved Objectionsparties hereto or any of their respective Affiliates have any obligation under this Agreement or any of the other Transaction Documents to indemnify or to make any other payment, including, but not limited tono amount with respect to a matter to which such obligation or payment relates shall be included in the calculation of the Closing Date Working Capital Amount or the Employee Liabilities Amount. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Working Capital Amount or the Employee Liabilities Amount. (k) If the delivery deadline date for the Initial Working Capital Statement, the determination of Initial Employee Liabilities Statement or the Pension Deficit Amount and Objection Deadline Date is a day that is not a Business Day, the Post-applicable delivery deadline date shall be the immediately following Business Day.

Adjustment of the Purchase Price. (a) Within 75 days After the Closing, Purchaser and Seller shall cooperate in preparing the Closing Balance Sheet as promptly as practicable, but not later than 30 days, after the Closing Date, the Closing. Representatives of both Purchaser shall prepare and deliver to the Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies entitled to observe and practices consistent with those used participate in the preparation of the Business Financial Statements and, Closing Balance Sheet. Such rights of observation and participation shall specifically include the right of Seller and its representatives to have access to the extent not inconsistent with facilities and records of the foregoingCompanies and SALTS where the Companies' and SALTS's records are located during normal business hours (or as the parties may otherwise agree). When the Closing Balance Sheet has been completed to Seller's satisfaction, GAAPit shall be certified and signed by Seller's principal financial officer and delivered to Purchaser. The sum of the amounts of (1) "Property, plant and equipment, at cost", (2) "Investment in SALTS" and (3) Net Working Capital (collectively, the "ADJUSTMENT ITEMS") on the Closing Balance Sheet shall be compared to the sum of the amounts of the Adjustment Items on the Bid Balance Sheet (I.E., $35,319,000). If the sum of such amounts on the Closing Balance Sheet is greater than the sum of such amounts on the Bid Balance Sheet, then Purchaser shall pay the amount of the difference to Seller; if the sum of such amounts on the Closing Balance Sheet is less than the sum of such amounts on the Bid Balance Sheet, then Seller shall pay the amount of the difference to Purchaser (in either case, the "CLOSING ADJUSTMENT"). (b) From The Closing Adjustment shall be payable in the Closing Date until manner provided in Section 2.01(b) within 15 days after the delivery of the Initial Closing StatementBalance Sheet to Purchaser. If no Objection Notice is delivered as set forth in Section 2.02(c) below, then the Closing Adjustment calculated based on the Closing Balance Sheet shall be final, binding and conclusive upon the parties hereto. In the event that an Objection Notice is so delivered, then Seller shall nevertheless pay to Purchaser any amount shown to be so payable as the Closing Adjustment calculated based on the Closing Balance Sheet and/or Purchaser shall pay to Seller any amount shown to be so payable in order to allow the Purchaser to satisfy its obligations under this Section 2.06Objection Notice (either such payment, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements "PROVISIONAL CLOSING ADJUSTMENT"). Such payments shall be made available to respond to in the reasonable inquiries manner provided in Section 2.01(b) within 15 days after the delivery of the Purchaser Closing Balance Sheet to Purchaser. The amount of any Adjustment Item not objected to in an Objection Notice delivered as provided in the following Section 2.02(c) shall be final, binding and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, conclusive upon the Purchaser in connection with the preparation of the Initial Closing Statementparties hereto. (c) During Purchaser may, within 15 days after the 30 days immediately following the Seller’s receipt delivery of the Initial Closing StatementBalance Sheet, give Seller a notice (an "OBJECTION NOTICE"): (i) stating that Purchaser in good faith objects to the Seller Closing Balance Sheet and/or the proposed Closing Adjustment, and its officers, employees (ii) setting forth in full detail Purchaser's determination of the Closing Adjustment and authorized agents the reasons therefor. Purchaser and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants thereafter negotiate in good faith in order to respond agree upon the amount of the Closing Adjustment. If Purchaser and Seller fail to so agree within 30 days after the delivery of any Objection Notice, then either such party may submit the determination of the amount of the Closing Adjustment to Ernst & Young LLP (or, if Ernst & Young LLP shall fail or refuse to accept such assignment, then another accounting firm selected by Ernst & Young LLP) (as the case may be, the "ACCOUNTING FIRM"). The Accounting Firm shall be jointly retained by Seller and Purchaser, and all the fees, costs and expenses of the Accounting Firm shall be borne one-half by Seller and one-half by Purchaser. After affording each of Seller and Purchaser and their respective accountants and other representatives the opportunity to present their respective positions as to the reasonable inquiries amount of the Seller and its officersClosing Adjustment (which opportunity shall not extend for more than 30 days from the date the Accounting Firm is retained), employees and authorized agents and representativesthe Accounting Firm shall determine the amount of the Closing Adjustment; PROVIDED that the amount so determined shall be: (i) equal to the amount thereof as set forth in or based on either (x) the Closing Balance Sheet or (y) the relevant Objection Notice, or (ii) an amount between such amounts. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description determination of the reasons for its objections to each such item or amount, and a calculation amount of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections Adjustment as provided under the foregoing Section 2.02(c) (“Notice of Disagreement”). If whether through negotiation or by the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement Accounting Firm) shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreementfinal, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, binding and all other matters included in the Initial Closing Statement shall be final and binding conclusive upon the Purchaser and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii. Without limiting the generality of the foregoing, any determination of the Closing Adjustment as provided in Section 2.02(c) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 shall be enforceable in court as an arbitration award. Within five days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and Closing Adjustment, the Post-appropriate party shall pay the Closing Adjustment, taking into account any previous Provisional Closing Adjustment payment(s), in the manner provided in Section 2.01(b).

Adjustment of the Purchase Price. (a) Within 75 60 days after the Closing Date, the Purchaser Seller shall prepare and deliver to the Seller Purchaser (i) the Initial Closing Working Capital Statement. The ; and (ii) the Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAPEmployee Liabilities Statement. (b) From At all reasonable times during the Closing Date until 30 day period immediately following the delivery Purchaser’s receipt of the Initial Closing Statement, in order to allow Working Capital Statement and the Purchaser to satisfy its obligations under this Section 2.06Initial Employee Liabilities Statement until the Objection Deadline Date, the Seller shall (i) provide, provide or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the PurchaserPurchaser (subject to the execution and delivery by the Purchaser of any reasonable acknowledgement or reliance letter required by the Seller’s accountants), during normal business hours and upon reasonable prior noticehours, reasonable access to the books, records and working papers of the Seller relating to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of Initial Working Capital Statement and the Initial Closing Employee Liabilities Statement reasonably requested by the Purchaser; and (ii) procure, during normal business hours hours, make reasonably available to the Purchaser and upon reasonable prior notice, that its representatives the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements Initial Working Capital Statement and the Business Financial Statements shall be made available Initial Employee Liabilities Statement, in order to respond to the reasonable inquiries of the Purchaser and its officersrelated thereto, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, with the Purchaser in connection with the preparation analysis of the Initial Closing Working Capital Statement and the Initial Employee Liabilities Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the The Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representatives. (d) The Seller shall deliver to the Purchaser on or before Seller by the Objection Deadline Date either a notice indicating that the Seller Purchaser accepts the Initial Closing Working Capital Statement and the Initial Employee Liabilities Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees describing in the Initial Closing Statement, together with a reasonably detailed description of the reasons for reasonable detail its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement or the Initial Employee Liabilities Statement (“Notice of Disagreement”); provided, that any objections must be on the grounds that (i) the Initial Working Capital Statement was not determined in accordance with Schedule 2.07; (ii) the Initial Employee Liabilities Statement was not determined in accordance with the definition of Employee Liabilities Amount; or (iii) the Initial Working Capital Statement or the Initial Employee Liabilities Statement was arrived at based on mathematical or clerical error. If the Seller Purchaser delivers to the Purchaser Seller a Notice of AcceptanceAcceptance with respect to the Initial Working Capital Statement or the Initial Employee Liabilities Statement, or the Seller Purchaser does not deliver a Notice of Disagreement on or before the Objection Deadline DateDate with respect to the Initial Working Capital Statement or the Initial Employee Liabilities Statement, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or and the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement and the Initial Employee Liabilities Statement shall be deemed to be the Final Employee Liabilities Statement. If the Seller Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in disputedispute (the “Disputed Items”), and all other matters included in the Initial Closing Working Capital Statement shall be final and binding upon the Purchaser and the Sellerparties hereto. (ed) The objections Disputed Items set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use commercially reasonable efforts to resolve such objectionsDisputed Items. (ii) Any resolution by the Seller and the Purchaser as to such objections Disputed Items shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections Disputed Items set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections based on information provided by the Seller and the Purchaser and shall be instructed not to otherwise investigate such matters independently. The Seller and the Purchaser shall request that the Neutral Accountant make a final determination (which determination shall be binding on the parties hereto) of the Closing Date Working Capital Amount and the Employee Liabilities Amount within 30 days from the date the Unresolved Objections were submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement and the Final Employee Liabilities Statement. During the 30-day review by the Neutral Accountant, the Seller and the Purchaser shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination. (v) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the parties hereto. The parties hereto agree that the procedure set forth in this Section 2.07(d) for resolving disputes with respect to the Initial Working Capital Statement, the Closing Date Working Capital Amount, the Initial Employee Liabilities Statement and the Employee Liabilities Amount shall be the sole and exclusive method for resolving any such disputes. (vi) The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Working Capital Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Working Capital Statement and be binding on the parties hereto for the purposes of this Section 2.07 upon the earliest to occur of (i) the delivery by the Purchaser of the applicable Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement with respect to the Initial Working Capital Statement by the Objection Deadline Date pursuant to Section 2.07(c); (ii) the resolution of all Disputed Items by the Seller and the Purchaser pursuant to Section 2.07(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.07(d)(iv) by the Neutral Accountant. Within five Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement exceeds the Estimated Closing Date Working Capital Amount (such difference, the “Closing Underpayment”) by an amount equal to at least $500,000, the Purchaser shall, or shall cause a member of the Xxxxxx Group to pay to the Seller within five Business Days of the final determination of the Closing Date Working Capital Amount an amount equal to such Closing Underpayment by wire transfer of immediately available funds to the Purchase Price Bank Account. (ii) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement is less than the Estimated Closing Date Working Capital Amount (such difference, the “Closing Overpayment”) by an amount equal to at least $500,000, the Seller shall pay to the Purchaser within five Business Days of the final determination of the Closing Date Working Capital Amount an amount equal to such Closing Overpayment by wire transfer of immediately available funds to a bank account designated in its sole discretionwriting by the Purchaser (such designation to be made at least three Business Days prior to the day on which such payment is due). (iii) For the avoidance of doubt, if the Closing Underpayment or the Closing Overpayment described in clauses (i) or (ii) above is less than $500,000, the Purchase Price shall not be permitted to engage an independent actuary to assist adjusted and no payments shall be due under this Section 2.07. (f) The Initial Employee Liabilities Statement, including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Employee Liabilities Statement and be binding on the parties hereto for the purposes of this Section 2.07 upon the earliest to occur of (i) the delivery by the Purchaser of the applicable Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement with respect to the Initial Employee Liabilities Statement by the Objection Deadline Date pursuant to Section 2.07(c); (ii) the resolution ofof all Disputed Items by the Seller and the Purchaser pursuant to Section 2.07(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.07(d)(iv) by the Neutral Accountant. Within five Business Days after the Final Employee Liabilities Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Employee Liabilities Amount as shown on the Final Employee Liabilities Statement is less than the Estimated Employee Liabilities Amount (such difference, the “Closing Employee Liabilities Overpayment”) by an amount equal to at least $500,000, the Purchaser shall, or shall cause a member of the Xxxxxx Group to resolvepay to the Seller within five Business Days of the final determination of the Employee Liabilities Amount an amount equal to such Closing Employee Liabilities Overpayment by wire transfer of immediately available funds to the Purchase Price Bank Account. (ii) If the Employee Liabilities Amount as shown on the Final Employee Liabilities Statement exceeds the Estimated Employee Liabilities Amount (such difference, the “Closing Employee Liabilities Underpayment”) by an amount equal to at least $500,000, the Seller shall pay to the Purchaser within five Business Days of the final determination of the Employee Liabilities Amount an amount equal to such Closing Employee Liabilities Underpayment by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser (such designation to be made at least three Business Days prior to the day on which such payment is due). (g) For the avoidance of doubt, if the Closing Employee Liabilities Overpayment or the Closing Employee Liabilities Underpayment described in clauses (i) or (ii) of Section 2.07(f) is less than $500,000, the Purchase Price shall not be adjusted and no payments shall be due under this Section 2.07. (h) Any payment required to be made pursuant to this Section 2.07 shall bear interest from the Closing Date through and including the date of payment at the Interest Rate. Adjustments made pursuant to this Section 2.07 shall be netted against each other. (i) If the WC Payment Amount is not paid to the Seller at the Closing, then the Purchaser shall pay the WC Payment Amount to the Seller on the tenth Business Day after the Closing Date by wire transfer in immediately available funds to the Purchase Price Bank Account. (j) To the extent that any of the Unresolved Objectionsparties hereto or any of their respective Affiliates have any obligation under this Agreement or any of the other Transaction Documents to indemnify or to make any other payment, including, but not limited tono amount with respect to a matter to which such obligation or payment relates shall be included in the calculation of the Closing Date Working Capital Amount or the Employee Liabilities Amount. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Working Capital Amount or the Employee Liabilities Amount. (k) If the delivery deadline date for the Initial Working Capital Statement, the determination of Initial Employee Liabilities Statement or the Pension Deficit Amount and Objection Deadline Date is a day that is not a Business Day, the Post-applicable delivery deadline date shall be the immediately following Business Day.

Adjustment of the Purchase Price. (a) Within 75 30 days after the Closing DateEffective Date and Time, the Purchaser Buyer shall prepare prepare, or cause to be prepared, and deliver to Seller a statement (the Seller "EFFECTIVE DATE STATEMENT") setting forth Buyer's calculation of the Initial Closing Statement. The Initial Closing Statement shall contain only aggregate value of the line items set forth on Exhibit 1.01(a). The Initial Closing Statement Inventory as of the Effective Date and Time, which valuation shall be prepared in accordance with generally accepted accounting policies principles ("GAAP") and practices in a manner consistent with those used Seller's prior practices for the recording of such Inventory (including, without limitation, any decrease in the preparation aggregate value of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAPInventory resulting from any inventory reserve). (b) From the Closing Date until the delivery Within 30 days following receipt of the Initial Closing Effective Date and Time Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller Parties shall (i) provide, or cause deliver written notice to be provided, Buyer of any dispute they may have with respect to the Purchaser preparation or content of the Effective Date Statement. During such 30-day period, Buyer shall give the Seller Parties and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, their representatives reasonable access to the books, records and working papers personnel of the Business for the purpose of reviewing the Effective Date Statement. In the event the Seller Parties fail to notify Buyer of a dispute with respect to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Effective Date Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representatives. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral AccountantEffective Date Statement shall be deemed final, pursuant conclusive and binding on the parties. In the event the Seller Parties deliver a notice of dispute within such 30-day period, which notice shall quantify the Seller Parties' objections to an engagement agreementthe extent reasonably practicable, including customary indemnities the parties shall negotiate in favor good faith to resolve such dispute. If, notwithstanding such good faith effort, the parties are unable to resolve such dispute within 20 days after the date Buyer receives the notice of dispute from the Seller Parties, the matter shall be submitted to Xxxxx Xxxxxxxx LLP (the "ACCOUNTANTS"), which shall determine the aggregate value of the Neutral Accountant if so requestedInventory as of the Effective Date and Time in accordance with the principles set forth in Section 4.3(a). All costs, executed fees and expenses charged or incurred by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant Accountants shall be engaged as expert not arbitratorborne equally by (i) the Seller Parties and (ii) Buyer. (ivc) The Neutral Accountant shall be instructed only to resolve If the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any aggregate value of the Unresolved ObjectionsInventory, includingas finally determined pursuant to Section 4.3(b) (the "ACTUAL INVENTORY VALUE"), but not limited tois greater than $214,726, the determination Purchase Price will be adjusted upward by the amount of such excess and, within five business days of the Pension Deficit Amount and date on which the Post-Actual Inventory Value is finally determined, Buyer shall pay the Seller Parties, by bank wire transfer of immediately available funds to the account previously designated by the Seller Parties in accordance with Section 4.1, an amount in cash equal to such excess. If the Actual Inventory Value is less than $214,726, the Purchase Price will be adjusted downward by the amount of such shortfall and, within five business days of the date on which the Actual Inventory Value is finally determined, the Seller Parties shall pay Buyer, by bank wire transfer of immediately available funds to an account designated in writing by Buyer, an amount in cash equal to such shortfall.

Adjustment of the Purchase Price. (a) Within 75 60 days after the Closing Date, the Purchaser TCDI shall prepare and deliver to the Seller Purchaser the Initial Closing Working Capital Statement. The Initial Closing Statement At all reasonable times during the 60-day period, the Purchaser shall contain only afford access to and permit TCDI and its representatives to review the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation records of the Learning Entities reasonably requested by TCDI and afford access to Business Financial Statements and, Employees in order for TCDI to prepare the extent not inconsistent with the foregoing, GAAPInitial Working Capital Statement. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, At all reasonable times during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the SellerPurchaser’s receipt of the Initial Closing Working Capital Statement, the Seller Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller representatives shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access permitted to review the records of TCDI relating to the books, records and working papers of Learning Entities relating to the Xxxxxx Entities and their Affiliates Initial Working Capital Statement reasonably requested by the SellerPurchaser, and TCDI shall make reasonably available to the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that its representatives the individuals employed by the Purchaser TCDI and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Working Capital Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesPurchaser related thereto. (dc) The Seller Purchaser shall deliver to the Purchaser on or before TCDI by the Objection Deadline Date either a notice indicating that the Seller Purchaser accepts the Initial Closing Working Capital Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for describing its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller Purchaser delivers to the Purchaser TCDI a Notice of Acceptance, or the Seller Purchaser does not deliver a Notice of Disagreement on or before by the Objection Deadline Date, then, effective as of the earlier of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If the Seller Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the SellerTCDI. (ed) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller TCDI and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller TCDI and the Purchaser as to such objections shall be final and binding on the parties heretoparties. (iii) If the Seller TCDI and the Purchaser do not reach a resolution of all objections set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller TCDI and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the SellerTCDI, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently. The Purchaser and TCDI shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and shallsuch final determination shall be deemed the Final Working Capital Statement. During the 30-day review by the Neutral Accountant, in the Purchaser and TCDI shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its sole discretion, be permitted to engage an independent actuary to assist in final determination. (v) The resolution by the resolution of, or to resolve, any Neutral Accountant of the Unresolved ObjectionsObjections shall be conclusive and binding upon TCDI and the Purchaser. TCDI and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes. (vi) TCDI and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by the Purchaser of the Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), including(y) the resolution of all disputes by TCDI and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, but not limited toan adjustment to Purchase Price shall be made as follows: (i) If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the determination “Deficiency”) by more than $15,000,000, the Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and $15,000,000 and TCDI shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the Pension Deficit date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by TCDI under this Section 2.08(e)(i) shall not exceed $75,000,000. (ii) If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than $15,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and $15,000,000 and the Post-Purchaser shall pay to TCDI such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed $75,000,000. (f) Any payment required to be made by TCDI or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made.

Adjustment of the Purchase Price. (a) Within 75 sixty (60) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Closing Working Capital Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From At all reasonable times during the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall sixty (i60) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days day period immediately following the Seller’s receipt of the Initial Closing Working Capital Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller Representatives shall be permitted, during normal business hours permitted to review the records of the Purchaser and upon reasonable prior notice, reasonable access the Company relating to the books, records and working papers of the Xxxxxx Entities and their Affiliates Initial Working Capital Statement reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours make reasonably available to the Seller and upon reasonable prior notice, that its Representatives the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were Company and responsible for the preparation of the Initial Closing Working Capital Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officersrelated thereto. At all times prior to the Initial Working Capital Statement being deemed to be a Final Working Capital Statement, the Purchaser shall cause the Company not to terminate involuntarily the employment of employees and authorized agents and representativeswho may be necessary to prepare the Initial Working Capital Statement in accordance with this Agreement. (dc) The Seller shall deliver to the Purchaser on or before by the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Working Capital Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for describing its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or and the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in disputedispute (the “Disputed Items”), and all other matters included in the Initial Closing Working Capital Statement shall be final final, binding and binding conclusive upon the Purchaser and the Sellerparties hereto. (ed) The objections set forth on the Notice of Disagreement Disputed Items shall be resolved as follows: (i) The Seller and the Purchaser shall first use commercially reasonable efforts to resolve such objections. (ii) Disputed Items. Any resolution by the Seller and the Purchaser as to such objections Disputed Items shall be final and binding on the parties hereto. (iiiii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement Disputed Items within 30 thirty (30) days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 thirty (30) days following the expiration of such thirty (30-) day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iviii) The Neutral Accountant shall be instructed only to resolve only the Unresolved Objections and shallshall be instructed not to investigate any other matter independently. The Seller and the Purchaser shall request that the Neutral Accountant make a final determination (which determination shall be binding on the parties hereto) of the Closing Date Working Capital Amount within thirty (30) days from the date the Unresolved Objections were submitted to the Neutral Accountant and such final determination shall be deemed the Final Working Capital Statement. During the thirty (30) day review by the Neutral Accountant, the Seller and the Purchaser shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination. (iv) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the parties hereto. The parties hereto agree that the procedure set forth in its this Section 2.06(d) for resolving disputes with respect to the Initial Working Capital Statement and the Closing Date Working Capital Amount shall be the sole discretion, and exclusive method for resolving any such disputes. (v) The fees and disbursements of the Neutral Accountant shall be permitted to engage an independent actuary to assist allocated between the parties hereto in the same proportion that the aggregate amount of such Unresolved Objections so submitted to the Neutral Accountant that is unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant) bears to the total amount of such Unresolved Objections so submitted. In acting under this Agreement, the Neutral Accountant shall be entitled to the privileges and immunities of an arbitrator. (e) The Initial Working Capital Statement, including any modifications resulting from the resolution ofof any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Working Capital Statement and be binding on the parties hereto for the purposes of this Section 2.06 upon the earliest to occur of (i) the delivery by the Seller of the Notice of Acceptance or the failure of the Seller to resolvedeliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.06(c); (ii) the resolution of all Disputed Items by the Seller and the Purchaser pursuant to Section 2.06(d)(i); and (iii) the resolution of all Disputed Items pursuant to Section 2.06(d)(iii) by the Neutral Accountant. Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement exceeds the Estimated Closing Date Working Capital Amount (such difference, the “Closing Underpayment”), the Purchaser shall pay to the Seller an amount equal to such Closing Underpayment by wire transfer of immediately available funds to the Purchase Price Bank Account. (ii) If the Closing Date Working Capital Amount as shown on the Final Working Capital Statement is less than the Estimated Closing Date Working Capital Amount (such difference, the “Closing Overpayment”), the Seller shall pay to the Purchaser an amount equal to such Closing Overpayment by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser (such designation to be made at least three (3) Business Days prior to the day on which such payment is due). (f) Any payment required to be made pursuant to this Section 2.06 shall bear interest from the Closing Date through and including the date of payment at 0.50% per annum. (g) To the extent that any of the Unresolved Objectionsparties hereto or any of their respective Affiliates have any obligation under this Agreement to indemnify or to make any other payment, including, but no amount with respect to a matter to which such obligation or payment relates shall be included in the calculation of the Closing Date Working Capital Amount. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Working Capital Amount. (h) If the delivery deadline date for the Initial Working Capital Statement or the Objection Deadline Date is a day that is not limited toa Business Day, the determination of applicable delivery deadline date shall be the Pension Deficit Amount and the Post-immediately following Business Day.

Adjustment of the Purchase Price. Section 2.08 of the SAPA is hereby amended and restated in its entirety to read as follows: (a) Within 75 60 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller TCDI the Initial Closing Working Capital Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, At all reasonable times during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the SellerTCDI’s receipt of the Initial Closing Working Capital Statement, the Seller TCDI and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller representatives shall be permitted, during normal business hours permitted to review the records of the Purchaser and upon reasonable prior notice, reasonable access the Learning Entities relating to the books, records and working papers of the Xxxxxx Entities and their Affiliates Initial Working Capital Statement reasonably requested by the SellerTCDI, and the Purchaser and the Learning Entities shall procure, during normal business hours make reasonably available to TCDI and upon reasonable prior notice, that its representatives the individuals employed by the Purchaser and the Xxxxxx Learning Entities who prepared or were and responsible for the preparation of the Initial Closing Working Capital Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesTCDI related thereto. (dc) The Seller TCDI shall deliver to the Purchaser on or before by the Objection Deadline Date either a notice indicating that the Seller TCDI accepts the Initial Closing Working Capital Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for describing its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller TCDI delivers to the Purchaser a Notice of Acceptance, or the Seller TCDI does not deliver a Notice of Disagreement on or before by the Objection Deadline Date, then, effective as of the earlier of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If the Seller TCDI timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the SellerTCDI. (ed) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller TCDI and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller TCDI and the Purchaser as to such objections shall be final and binding on the parties heretoparties. (iii) If the Seller TCDI and the Purchaser do not reach a resolution of all objections set forth on the TCDI’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller TCDI and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the SellerTCDI, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently. The Purchaser and TCDI shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and shallsuch final determination shall be deemed the Final Working Capital Statement. During the 30-day review by the Neutral Accountant, in the Purchaser and TCDI shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its sole discretion, be permitted to engage an independent actuary to assist in final determination. (v) The resolution by the resolution of, or to resolve, any Neutral Accountant of the Unresolved ObjectionsObjections shall be conclusive and binding upon TCDI and the Purchaser. TCDI and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes. (vi) TCDI and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by TCDI of the Notice of Acceptance or the failure of TCDI to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), including(y) the resolution of all disputes by TCDI and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, but not limited toan adjustment to the Purchase Price shall be made as follows: (i) If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the determination “Deficiency”) by more than $15,000,000, the Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and $15,000,000 and TCDI shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by TCDI under this Section 2.08(e)(i) shall not exceed $75,000,000. (ii) If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than $15,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and $15,000,000 and the Purchaser shall pay to TCDI such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed $75,000,000. (f) Any payment required to be made by TCDI or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made. (g) If the delivery deadline date for the Initial Working Capital Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day. The procedures for preparing the Initial Working Capital Statement and the Final Working Capital Statement as set forth in this Section 2.08 may be modified by mutual written agreement between TCDI and the Purchaser.” (a) The definition of Initial Working Capital Statement contained in Section 1.01 of the Pension Deficit Amount SAPA is hereby amended and the Post-restated in its entirety to read as follows:

Adjustment of the Purchase Price. (a) Within 75 60 days after the Closing Date, the Purchaser Seller shall prepare and deliver to the Seller Purchaser the Initial Closing Working Capital Statement. The Initial Closing Statement At all reasonable times during the 60-day period, the Purchaser shall contain only afford access to and permit the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies Seller and practices consistent with those used in its representatives to review the preparation records of the Business Financial Statements and, reasonably requested by the Seller and afford access to Employees in order for the extent not inconsistent with Seller to prepare the foregoing, GAAPInitial Working Capital Statement. (b) From At all reasonable times during the Closing Date until 30 days immediately following the delivery Purchaser’s receipt of the Initial Closing Working Capital Statement, in order to allow the Purchaser and its representatives shall be permitted to satisfy its obligations under this Section 2.06review the records of the Seller relating to the Business relating to the Initial Working Capital Statement reasonably requested by the Purchaser, and the Seller shall (i) provide, or cause to be provided, make reasonably available to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that representatives the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Working Capital Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesPurchaser related thereto. (dc) The Seller Purchaser shall deliver to the Purchaser on or before Seller by the Objection Deadline Date either a notice indicating that the Seller Purchaser accepts the Initial Closing Working Capital Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for describing its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Initial Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller Purchaser delivers to the Purchaser Seller a Notice of Acceptance, or the Seller Purchaser does not deliver a Notice of Disagreement on or before by the Objection Deadline Date, then, effective as of the earlier of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement. If the Seller Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the Seller. (ed) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties heretoparties. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently. The Purchaser and the Seller shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and shallsuch final determination shall be deemed the Final Working Capital Statement. During the 30-day review by the Neutral Accountant, in the Purchaser and the Seller shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its sole discretion, be permitted to engage an independent actuary to assist in final determination. (v) The resolution by the resolution of, or to resolve, any Neutral Accountant of the Unresolved ObjectionsObjections shall be conclusive and binding upon the Seller and the Purchaser. The Seller and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes. (vi) The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by the Purchaser of the Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), including(y) the resolution of all disputes by the Seller and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, but not limited toan adjustment to Purchase Price shall be made as follows: (i) If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the determination of “Deficiency”) by more than Cdn$3,000,000, the Pension Deficit Amount Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and Cdn$3,000,000 and the Post-Seller shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Seller under this Section 2.08(e)(i) shall not exceed Cdn$15,000,000. (ii) If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than Cdn$3,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and Cdn$3,000,000 and the Purchaser shall pay to the Seller such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed Cdn$15,000,000. (f) Any payment required to be made by the Seller or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made.

Adjustment of the Purchase Price. (a) Within 75 days As promptly as practicable, but not later than 45 Business Days after the Closing Date, Purchaser will cause to be prepared and delivered to Sellers an actual balance sheet of the Purchaser shall prepare Company as of the close of business on the Effective Date (the “Closing Balance Sheet”) and deliver to a certificate based on such Closing Balance Sheet setting forth the Seller Purchaser’s good faith calculation of the Initial Closing StatementWorking Capital as of the Effective Date. The Initial Closing Statement Balance Sheet shall contain only (x) fairly present the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared assets, liabilities and equity of the Company as of the Effective Date in accordance with the Company’s historical method of accounting policies and practices applied on a basis consistent with those used in the preparation of the Business December 31, 2006 balance sheet included in the Financial Statements andStatements, and (y) include line items substantially consistent with those in such December 31, 2006 balance sheet; and (z) shall be prepared in the manner agreed to by the extent not inconsistent with the foregoing, GAAPparties set forth in Schedule 1.6(a). (b) From If Sellers disagree with Purchaser’s calculation of the Closing Date until the Working Capital delivered pursuant to Section 1.6(a), Sellers may, within 10 Business Days after delivery of the Initial Closing Statementdocuments referred to in Section 1.6(a), deliver a notice to Purchaser disagreeing with such calculation which specifies Sellers’ calculation of such amount and, in order to allow the Purchaser to satisfy its obligations under this Section 2.06reasonable detail, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required Sellers’ grounds for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statementsuch disagreement. (c) During the 30 days immediately following the Seller’s receipt If a notice of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller disagreement shall be permittedduly delivered pursuant to this Section 1.6, Purchaser and Sellers shall, during normal business hours and upon the 15 Business Days following such delivery, use commercially reasonable prior notice, reasonable access efforts to reach agreement on the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared disputed items or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants amounts in order to respond determine, as may be required, the amount of the Working Capital, which amount shall not be less than the amount thereof shown in Purchaser’s calculation delivered pursuant to Section 1.6(a) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 1.6(b). If during such period, Purchaser and Sellers are unable to reach such agreement, they shall promptly thereafter cause the audit group of a nationally recognized “Big 4” accounting firms, or another mutually acceptable accounting firm, that does not provide tax or audit services to Purchaser, the Company or any Seller (the “Accounting Referee”) promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Working Capital. Each party shall set forth in writing its estimate of the Working Capital referred to the reasonable inquiries Accounting Referee for resolution and the Accounting Referee shall, as promptly as practicable, be required to select the position of either one party or the other party with respect to the Working Capital and to communicate such selection to both parties. The costs of the Seller Accounting Referee shall be borne entirely by the party which does not have its position selected by the Accounting Referee. The determination of the Accounting Referee shall be final, conclusive and its officers, employees binding on the parties and authorized agents and representativesshall be enforceable in any court having jurisdiction. (d) The Seller shall deliver Purchaser and Sellers agree that they will, and cause their respective independent accountants to and the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees Company to, cooperate and assist in the Initial Closing Statement, together with a reasonably detailed description preparation of the reasons for its objections to each such item or amountClosing Balance Sheet, and a the calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections (“Notice of Disagreement”). If and, if applicable, the Seller delivers reviews referred to in this Section 1.6, including making available, to the Purchaser a Notice of Acceptanceextent necessary, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Datebooks, thenrecords, effective as work papers and personnel of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the SellerCompany. (e) If the Estimated Working Capital exceeds the Final Working Capital (as defined below), Sellers shall pay to Purchaser, as an adjustment to the Purchase Price, in the manner and with the interest as provided in Section 1.6(f), the amount of such excess. If the Final Working Capital exceeds the Estimated Working Capital, then Purchaser shall pay to Sellers as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 1.6(f), the amount of such excess. The objections set forth on “Final Working Capital” means the Notice Working Capital as of Disagreement shall be resolved as follows: the Effective Date (i) The Seller and the Purchaser shall first use reasonable efforts as shown in Purchaser’s calculation delivered pursuant to resolve such objections. Section 1.6(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.6(b); or (ii) Any resolution if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Sellers, or (B) in the absence of such agreement, as determined by the Seller and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, Accounting Referee pursuant to an engagement agreement, including customary indemnities Section 1.6(c); provided that in favor no event shall the Final Working Capital be less than Purchaser’s calculation of the Neutral Accountant if so requested, executed by the Seller, the Purchaser and the Neutral Accountant, Working Capital delivered pursuant to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (ivSection 1.6(a) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any more than Sellers’ calculation of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and the Post-Working Capital delivered pursuant to Section 1.6(b).

Adjustment of the Purchase Price. (a) Within 75 days after The Purchase Price shall be adjusted at Closing to account for proration of the following items with respect to the Station as of the Closing Date, with Seller being responsible for and receiving the Purchaser shall prepare and deliver to the Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line benefit of such items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for period ending prior to the preparation of the Initial Closing Statement Date and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were Buyer being responsible for and receiving the preparation benefits of the Company Financial Statements and the Business Financial Statements shall be made available to respond such items to the reasonable inquiries of extent that they relate to periods from and after the Purchaser Closing Date: (a) rents and its officersother payments under the Leases; (b) real estate and personal property taxes, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement.if any; (c) During water charges, sewer rents, electricity, gas and other utility charges; (d) service and maintenance contracts and personal property leases assigned to and assumed by Buyer; (e) pre-paid contracts for advertising or other paid air time on the 30 days immediately following the Seller’s receipt Station; and (f) proration of the Initial FCC annual regulatory fees. The parties shall make all reasonable efforts to determine the amounts of these prorations on or before the Closing StatementDate and adjust the Purchase price at Closing to reflect such determinations. If, however, such amounts cannot be reasonably determined on or before the Closing Date, the Seller parties shall mutually agree upon such matters within ninety (90) days after the Closing Date and its officersBuyer or Seller, employees as applicable, shall make a final proration adjustment payment to the other of the net amount of prorations so determined within ten (10) Business Days thereafter. If the parties are unable to agree upon the amount of the adjustment amounts to be made hereunder, the parties shall chose a mutually acceptable independent accounting firm of national reputation (the "Accountant") doing business in Dallas, Texas, to settle this dispute. Buyer and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to each inform the books, records and working papers accountant in writing of its respective determination of the Xxxxxx Entities adjustment payment, and their Affiliates shall cooperate as reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible Accountant in order for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representatives. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows:Accountant to (i) The Seller and Buyer if Seller's determination of the Purchaser shall first use reasonable efforts adjustment amount is closer to resolve such objections. the Accountant's determination of the correct adjustment; (ii) Any resolution by Seller if Buyer's determination of the Seller and adjustment amount is closer to the Purchaser as to such objections shall be final and binding on Accountant's determination of the parties hereto. correct adjustment; or (iii) If otherwise divided equally between the Seller and parties. Buyer or Seller, as applicable, shall make the Purchaser do not reach a resolution of all objections set forth on final adjustment payment to the Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor other of the Neutral Accountant if net adjustment amount so requested, executed determined by the Seller, Accountant within ten (10) Business Days after receiving notice from the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitratorof its determination. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and the Post-

Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.09. (a) Within 75 ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller Representative the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement , Exhibit 1.01(b) and Exhibit 1.01(d) and shall be prepared in accordance not include any amounts relating to matters with accounting policies and practices consistent with those used in the preparation respect to which any of the Business Financial Statements andSellers or their respective Affiliates or the Seller Representative, as applicable, has an obligation to indemnify or make other payment to the extent not inconsistent with the foregoing, GAAPPurchaser or its Affiliates or designees. (b) From At all reasonable times during the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, the Seller shall thirty (i30) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the SellerSeller Representative’s receipt of the Initial Closing Statement, the Seller Representative and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller representatives shall be permitted, during normal business hours permitted to review the books and upon reasonable prior notice, reasonable access records of the Purchaser and the Register Entities relating to the books, records Initial Closing Statement and working papers of the Xxxxxx Entities and their Affiliates such other information as may be reasonably requested by the SellerSeller Representative, and the Purchaser and the Register Entities shall procure, during normal business hours make reasonably available to the Seller Representative and upon reasonable prior notice, that its representatives the individuals employed by by, and other representatives of, the Purchaser and the Xxxxxx Register Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable Seller Representative’s inquiries of the Seller and its officers, employees and authorized agents and representativesrelated thereto. (dc) The Seller Representative shall deliver to the Purchaser on or before by the Objection Deadline Date either a notice indicating that the Seller accepts Sellers accept the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in describing any objections to the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller Representative delivers to the Purchaser a Notice of Acceptance, or the Seller Representative does not deliver a Notice of Disagreement on or before by the Objection Deadline Date, then, effective as of the earlier of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the Seller Representative timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters included in the Initial Closing Statement shall be final and binding upon the Purchaser and the SellerSellers. (ed) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller Representative and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller Representative and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii) If the Seller Representative and the Purchaser do not reach a resolution of all objections set forth on the Seller Representative’s Notice of Disagreement within 30 thirty (30) days after delivery of such Notice of Disagreement, the Seller Representative and the Purchaser shall, within 30 thirty (30) days following the expiration of such thirty (30-) day period, engage the Neutral Independent Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the SellerSeller Representative, the Purchaser and the Neutral Independent Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Independent Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently. The Purchaser and the Seller Representative shall cause the Independent Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Net Debt, the Closing Net Deferred Revenue and the Closing Working Capital within 30 days from the date the Unresolved Objections were submitted to the Independent Accountant, and shallsuch final determination shall be deemed the Final Closing Statement. During the 30-day review by the Independent Accountant, the Purchaser and the Seller Representative shall each make available to the Independent Accountant such individuals and such information, books and records as may be reasonably required by the Independent Accountant to make its final determination. (v) The resolution by the Independent Accountant of the Unresolved Objections shall be final, conclusive and binding upon each Seller and the Purchaser. The parties hereto agree that the procedure set forth in its this Section 2.09(d) for resolving disputes with respect to the Initial Closing Statement shall be the sole discretion, and exclusive method for resolving any such disputes. (vi) The fees and expenses of the Independent Accountant shall be permitted to engage an independent actuary to assist allocated between the Seller Representative and the Purchaser in the resolution of, or same proportion that the aggregate amount of the Unresolved Objections that are unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears to resolve, any the total amount of the Unresolved Objections. (e) The Initial Closing Statement shall be deemed to be the Final Closing Statement for the purposes of this Section 2.09 upon the earliest of (x) the delivery by the Seller Representative of the Notice of Acceptance or the failure of the Seller Representative to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.09(c), including(y) the resolution of all disputes by the Seller Representative and the Purchaser pursuant to Section 2.09(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.09(d)(iv) by the Independent Accountant. Within five (5) Business Days after the Final Closing Statement becomes or is deemed final and binding on the parties hereto, but not limited toan adjustment to the Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Estimated Closing Net Debt is less than the Closing Net Debt as shown on the Final Closing Statement and/or if the Closing Net Deferred Revenue as shown on the Final Closing Statement is greater than the Estimated Closing Net Deferred Revenue and/or if the Closing Working Capital as shown on the Final Closing Statement is less than the Estimated Closing Working Capital (any such difference or differences, as the case may be, the determination “Deficiency”), the Purchase Price shall be reduced by the amount equal to the Deficiency and each Seller shall pay to the Purchaser its portion of such amount, determined in accordance with the allocation set forth on Section 2.02 of the Pension Deficit Amount Disclosure Schedule, by wire transfer of immediately available funds. (ii) If the Estimated Closing Net Debt exceeds the Closing Net Debt as shown on the Final Closing Statement and/or if the Closing Working Capital as shown on the Final Closing Statement exceeds the Estimated Closing Working Capital (such difference or differences, as the case may be, the “Excess”), the Purchase Price shall be increased by the amount equal to the Excess and the Post-Purchaser shall pay to each Seller its portion of such amount, determined in accordance with the allocation set forth on Section 2.02 of the Disclosure Schedule, by wire transfer of immediately available funds. (f) Any payment required to be made by any Seller or the Purchaser pursuant to this Section 2.09 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made. (g) If the delivery deadline date for the Initial Closing Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day. For the avoidance of doubt, in the event the Purchaser fails to deliver the Initial Closing Statement within ninety (90) days after the Closing Date, the Estimated Closing Statement shall be deemed the Final Closing Statement and there shall be no adjustment to the Purchase Price.

Adjustment of the Purchase Price. (a) Within 75 days After the --------------------------------- Closing, Purchaser and Seller shall cooperate in preparing the Closing Balance Sheet as promptly as practicable, but not later than 30 days, after the Closing Date, the Closing. Representatives of both Purchaser shall prepare and deliver to the Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies entitled to observe and practices consistent with those used participate in the preparation of the Business Financial Statements and, Closing Balance Sheet. Such rights of observation and participation shall specifically include the right of Seller and its representatives to have access to the extent not inconsistent with facilities and records of the foregoingCompanies and SALTS where the Companies' and SALTS's records are located during normal business hours (or as the parties may otherwise agree). When the Closing Balance Sheet has been completed to Seller's satisfaction, GAAP.it shall be certified and signed by Seller's principal financial officer and delivered to Purchaser. The sum of the amounts of (1) "Property, plant and equipment, at cost", (2) "Investment in SALTS" and (3) Net Working Capital (collectively, the "ADJUSTMENT ITEMS") on the Closing ----------------- Balance Sheet shall be compared to the sum of the amounts of the Adjustment Items on the Bid Balance Sheet (i.e., $35,319,000). If the sum of such amounts on the Closing Balance Sheet is greater than the sum of such amounts on the Bid Balance Sheet, then Purchaser shall pay the amount of the difference to Seller; if the sum of such amounts on the Closing Balance Sheet is less than the sum of such amounts on the Bid Balance Sheet, then Seller shall pay the amount of the difference to Purchaser (in either case, the "CLOSING ADJUSTMENT"). -------------------- (b) From The Closing Adjustment shall be payable in the Closing Date until manner provided in Section 2.01(b) within 15 days after the delivery of the Initial Closing StatementBalance Sheet to Purchaser. If no Objection Notice is delivered as set forth in Section 2.02(c) below, then the Closing Adjustment calculated based on the Closing Balance Sheet shall be final, binding and conclusive upon the parties hereto. In the event that an Objection Notice is so delivered, then Seller shall nevertheless pay to Purchaser any amount shown to be so payable as the Closing Adjustment calculated based on the Closing Balance Sheet and/or Purchaser shall pay to Seller any amount shown to be so payable in order to allow the Purchaser to satisfy its obligations under this Section 2.06Objection Notice (either such payment, the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements "PROVISIONAL CLOSING ADJUSTMENT"). Such ------------------------------- payments shall be made available to respond to in the reasonable inquiries manner provided in Section 2.01(b) within 15 days after the delivery of the Purchaser Closing Balance Sheet to Purchaser. The amount of any Adjustment Item not objected to in an Objection Notice delivered as provided in the following Section 2.02(c) shall be final, binding and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, conclusive upon the Purchaser in connection with the preparation of the Initial Closing Statementparties hereto. (c) During Purchaser may, within 15 days after the 30 days immediately following the Seller’s receipt delivery of the Initial Closing StatementBalance Sheet, give Seller a notice (an "OBJECTION --------- NOTICE"): (i) stating that Purchaser in good faith objects to the Seller ------- Closing Balance Sheet and/or the proposed Closing Adjustment, and its officers, employees (ii) setting forth in full detail Purchaser's determination of the Closing Adjustment and authorized agents the reasons therefor. Purchaser and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants thereafter negotiate in good faith in order to respond agree upon the amount of the Closing Adjustment. If Purchaser and Seller fail to so agree within 30 days after the delivery of any Objection Notice, then either such party may submit the determination of the amount of the Closing Adjustment to Ernst & Young LLP (or, if Ernst & Young LLP shall fail or refuse to accept such assignment, then another accounting firm selected by Ernst & Young LLP) (as the case may be, the "ACCOUNTING FIRM"). The Accounting Firm shall be ---------------- jointly retained by Seller and Purchaser, and all the fees, costs and expenses of the Accounting Firm shall be borne one-half by Seller and one-half by Purchaser. After affording each of Seller and Purchaser and their respective accountants and other representatives the opportunity to present their respective positions as to the reasonable inquiries amount of the Seller and its officersClosing Adjustment (which opportunity shall not extend for more than 30 days from the date the Accounting Firm is retained), employees and authorized agents and representativesthe Accounting Firm shall determine the amount of the Closing Adjustment; provided that the amount so determined shall be: (i) equal to the amount thereof as set forth in or based on either (x) the Closing Balance Sheet or (y) the relevant Objection Notice, or (ii) an amount between such amounts. (d) The Seller shall deliver to the Purchaser on or before the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in the Initial Closing Statement, together with a reasonably detailed description determination of the reasons for its objections to each such item or amount, and a calculation amount of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections Adjustment as provided under the foregoing Section 2.02(c) (“Notice of Disagreement”). If whether through negotiation or by the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement Accounting Firm) shall be deemed to be the Final Closing Statement. If the Seller timely delivers a Notice of Disagreementfinal, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, binding and all other matters included in the Initial Closing Statement shall be final and binding conclusive upon the Purchaser and the Seller. (e) The objections set forth on the Notice of Disagreement shall be resolved as follows: (i) The Seller and the Purchaser shall first use reasonable efforts to resolve such objections. (ii) Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties hereto. (iii. Without limiting the generality of the foregoing, any determination of the Closing Adjustment as provided in Section 2.02(c) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement within 30 shall be enforceable in court as an arbitration award. Within five days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Neutral Accountant shall be engaged as expert not arbitrator. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections and shall, in its sole discretion, be permitted to engage an independent actuary to assist in the resolution of, or to resolve, any of the Unresolved Objections, including, but not limited to, the determination of the Pension Deficit Amount and Closing Adjustment, the Post-appropriate party shall pay the Closing Adjustment, taking into account any previous Provisional Closing Adjustment payment(s), in the manner provided in Section 2.01(b).

Adjustment of the Purchase Price. (a) Within 75 ninety (90) days after the Closing Date, the Purchaser Seller shall prepare and deliver to the Seller Purchaser the Initial Closing Adjustment Statement. The Initial Closing Statement Purchaser shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAP. (b) From the Closing Date until the delivery of the Initial Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06, provide the Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by the Purchaser, during normal business hours and upon reasonable prior notice, reasonable Representatives with access to the books, records and working papers personnel of the Business necessary for the Seller to prepare the Initial Adjustment Statement. (b) At all reasonable times during the forty‑five (45) day period immediately following the Purchaser’s receipt of the Initial Adjustment Statement, the Purchaser and its Representatives shall be permitted to review the records of the Seller relating to the extent Initial Adjustment Statement that they relate are reasonably requested by the Purchaser, and the Seller shall make reasonably available to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement Purchaser and (ii) procure, during normal business hours and upon reasonable prior notice, that its Representatives the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Adjustment Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the Seller and its officers, employees and authorized agents and representativesPurchaser related thereto. (dc) The Seller Purchaser shall deliver to the Purchaser Seller on or before the Objection Deadline Date either a notice indicating that the Seller Purchaser accepts the Initial Closing Adjustment Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts describing each objection (with which reference to the Seller disagrees in applicable account description and item number as set forth on Schedule 2.08) to the Initial Closing Statement, together with a Adjustment Statement and specifying the amount that the Purchaser reasonably detailed believes is the correct amount for each applicable account description of the reasons for its objections to each such and item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections number (“Notice NYDOCS02/1012922.1 EXECUTION COPY of Disagreement”); provided, that any objections must be on the basis that the amounts set forth in the Initial Adjustment Statement (i) were not determined in accordance with Schedule 2.08; or (ii) were arrived at based on mathematical or clerical error. The Purchaser may only object to the amounts set forth in the Initial Adjustment Statement to the extent the amount disputed with respect to any item number contained in the Initial Adjustment Statement exceeds $50,000. If the Seller Purchaser delivers to the Purchaser Seller a Notice of Acceptance, or if the Seller Purchaser does not deliver a Notice of Disagreement in accordance with this Section 2.08(c) on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or and the Objection Deadline Date, the Initial Closing Adjustment Statement shall be deemed to be the Final Closing Adjustment Statement. If the Seller Purchaser timely delivers a Notice of DisagreementDisagreement in accordance with this Section 2.08(c), only those matters specified in accordance with this Section 2.08(c) in such Notice of Disagreement shall be deemed to be in disputedispute (the “Disputed Items”), and all other matters included in the Initial Closing Adjustment Statement shall be final final, binding and binding conclusive upon the Purchaser and the Sellerparties hereto. (ed) The objections set forth on the Notice of Disagreement Disputed Items shall be resolved as follows: (i) The Seller and the Purchaser shall first use commercially reasonable efforts to resolve such objectionsDisputed Items. (ii) Any resolution by the Seller and the Purchaser as to such objections Disputed Items shall be set forth in a written agreement, which agreement shall be final and binding on the parties hereto. (iii) If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement Disputed Items within 30 sixty (60) days after delivery of such the Notice of Disagreement, the Seller and the Purchaser shall, within 30 sixty (60) days following the expiration of such 30-sixty (60) day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. The Unless the parties hereto agree otherwise, all communications between the Seller and the Purchaser or any of their respective Representatives, on the one hand, and the Neutral Accountant Accountant, on the other hand, shall be engaged as expert not arbitratorin writing with copies simultaneously delivered to the non‑communicating party. (iv) The Neutral Accountant shall be instructed only to resolve the Unresolved Objections in accordance with Schedule 2.08 and shallshall be instructed not to independently investigate any other matters. The Seller and the Purchaser shall request that the Neutral Accountant make a final determination (which determination shall set forth the reasons for such determination) of the Closing Date ARI Amount within thirty (30) days from the date the Unresolved Objections were submitted to the Neutral Accountant, and such final determination shall be deemed the Final Adjustment Statement. During the thirty (30)‑day review by the Neutral Accountant, the Seller and the Purchaser shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination. NYDOCS02/1012922.1 EXECUTION COPY (v) The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the parties hereto. The parties hereto agree that the procedure set forth in its this Section 2.08(d) for resolving disputes with respect to the Initial Adjustment Statement and the Closing Date ARI Amount shall be the sole discretionand exclusive method for resolving any such disputes. (vi) The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally. (e) The Initial Adjustment Statement, be permitted to engage an independent actuary to assist including any modifications resulting from the resolution of any Disputed Items set forth in the Notice of Disagreement, shall be deemed to be the Final Adjustment Statement and be binding on the parties hereto for the purposes of this Section 2.08 upon the earliest to occur of (i) the delivery by the Purchaser of the Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c); (ii) the resolution ofof all Disputed Items by the Seller and the Purchaser pursuant to Section 2.08(d)(ii); and (iii) the resolution of all Disputed Items pursuant to Section 2.08(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Adjustment Statement becomes or is deemed final and binding on the parties hereto, or an adjustment to resolvethe Purchase Price and a payment by wire transfer in respect thereof described below shall be made as follows: (i) If the Closing Date ARI Amount as shown on the Final Adjustment Statement exceeds the Estimated Closing Date ARI Amount (such difference, the “Closing Underpayment”), the Purchaser shall pay to the Seller within five (5) Business Days of the final determination of the Closing Date ARI Amount an amount equal to such Closing Underpayment by wire transfer of immediately available funds to the Purchase Price Bank Account. (ii) If the Closing Date ARI Amount as shown on the Final Adjustment Statement is less than the Estimated Closing Date ARI Amount (such difference, the “Closing Overpayment”), the Seller shall pay to the Purchaser within five (5) Business Days of the final determination of the Closing Date ARI Amount an amount equal to such Closing Overpayment by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser (such designation to be made at least three (3) Business Days prior to the day on which such payment is due). (f) Any payment required to be made pursuant to this Section 2.08 shall bear interest from the Closing Date through and including the date of payment at the Interest Rate. (g) To the extent that any of the Unresolved Objections, including, but not limited to, the determination parties hereto or any of their respective Affiliates have any obligation under this Agreement or any of the Pension Deficit Amount and other Transaction Documents to indemnify or to make any other payment, no amount with respect to a matter to which such obligation or payment relates shall be included in the Post-calculation of the Closing Date ARI Amount. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date ARI Amount. NYDOCS02/1012922.1 EXECUTION COPY

Adjustment of the Purchase Price. (a) Within 75 ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the US Seller the Initial Closing Statement. The Initial Closing Statement shall contain only the line items set forth on Exhibit 1.01(a). The Initial Closing Statement shall be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Business Financial Statements and, to the extent not inconsistent with the foregoing, GAAPaccompanied by reasonably supporting detail. (b) From Throughout the period following the Closing Date until the delivery determination of the Initial Final Closing Statement, in order to allow the Purchaser to satisfy its obligations under this Section 2.06Purchaser, the Companies and the Company Subsidiaries shall permit the US Seller shall (i) provide, or cause to be provided, to the Purchaser and its officers, employees and authorized agents and representatives, including any accountants retained by Representatives reasonable access (with the Purchaserright to make copies), during normal business hours and upon reasonable prior advance notice, to the relevant financial books and records of the Purchaser, the Companies and the Company Subsidiaries for the purposes of the review and objection right contemplated herein, together with reasonable access to the books, records and working papers of the Seller to the extent that they relate to the Xxxxxx Entities or are otherwise reasonably required for the preparation of the Initial Closing Statement and (ii) procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Seller or its Affiliates who prepared or were responsible for the preparation of the Company Financial Statements and the Business Financial Statements shall be made available to respond to the reasonable inquiries of the Purchaser and its officers, employees and authorized agents and representatives and shall otherwise cooperate with, and provide reasonable assistance to, the Purchaser in connection with the preparation of the Initial Closing Statement. (c) During the 30 days immediately following the Seller’s receipt of the Initial Closing Statement, the Seller and its officers, employees and authorized agents and representatives, including any accountants retained by the Seller shall be permitted, during normal business hours and upon reasonable prior notice, reasonable access to the books, records and working papers of the Xxxxxx Entities and their Affiliates reasonably requested by the Seller, and the Purchaser shall procure, during normal business hours and upon reasonable prior notice, that the individuals employed by the Purchaser and the Xxxxxx Entities who prepared or were responsible for the preparation of the Initial Closing Statement shall be made available to the Seller and the Seller's accountants in order to respond to the reasonable inquiries of the US Seller and its officers, employees and authorized agents and representativesRepresentatives related thereto. (dc) The US Seller shall deliver to the Purchaser on or before by the Objection Deadline Date either a notice indicating that the Seller it accepts the Initial Closing Statement (“Notice of Acceptance”) or a detailed written statement specifying those items or amounts with which the Seller disagrees in describing its objections to the Initial Closing Statement, together with a reasonably detailed description of the reasons for its objections to each such item or amount, and a calculation of the Purchase Price, Company Indebtedness and Closing Working Capital based on such objections Statement (“Notice of Disagreement”). If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement on or before the Objection Deadline Date, then, effective as of the earlier of the date of delivery of such Notice of Acceptance or the Objection Deadline Date, the Initial Closing Statement shall be deemed to be the Final Closing Statement. If the US Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in disputedispute (such matters, and all other matters included the “Disputed Items”). Any component of the calculations set forth in the Initial Closing Statement that is not the subject of a timely delivered Notice of Disagreement shall be final and binding upon the Purchaser and parties hereto, unless the Sellerresolution of any Disputed Item affects an undisputed component of the Initial Closing Statement, in which case such undisputed component shall, notwithstanding the failure to object to such component in the Notice of Disagreement, be considered a “Disputed Item” to the extent affected by such resolved Disputed Item. (ed) The objections set forth on the Notice of Disagreement Disputed Items shall be resolved as follows: (i) The US Seller and the Purchaser shall first use their reasonable efforts to resolve such objectionsDisputed Items. (ii) Any resolution by the US Seller and the Purchaser as to such objections shall Disputed Items shall, upon confirmation in writing by such parties, be final and binding on upon the parties hereto. (iii) If the US Seller and the Purchaser do not reach a resolution of all objections set forth on the Notice of Disagreement Disputed Items within 30 thirty (30) days after delivery of such Notice of Disagreement, the US Seller and the Purchaser shall, within 30 ten (10) days following the expiration of such 30-day thirty (30)-day period, engage the Neutral Accountant, pursuant to an engagement agreement, including customary indemnities in favor of the Neutral Accountant if so requested, executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections. If one or more Unresolved Objections are submitted to the Neutral Accountant for resolution, the US Seller and the Purchaser shall enter into a customary engagement letter, and, to the extent necessary, each party hereto shall waive and cause its Affiliates to waive any then-existing conflicts with the Neutral Accountant and shall cooperate with the Neutral Accountant in connection with its determination pursuant to this Section 2.06. Within fifteen (15) Business Days after the Neutral Accountant has been retained, the US Seller, on the one hand, and the Purchaser, on the other hand, shall furnish, at its own expense, respectively, to the Neutral Accountant and the other party a written statement of its or their positions with respect to each Unresolved Objection. Within ten (10) Business Days after the expiration of such fifteen (15) Business Day period, each such party may deliver to the Neutral Accountant and to each other party its response to the other’s position on each Unresolved Objection. With each submission, each such party shall furnish to the Neutral Accountant such information and documents as may be requested by the Neutral Accountant and may also furnish to the Neutral Accountant such other information and documents as such party deems relevant, in each case with copies being given to the other such party or parties substantially simultaneously. The Neutral Accountant shall, at its discretion or at the written request of the US Seller or the Purchaser, conduct a conference concerning the Unresolved Objections and the US Seller or the Purchaser shall have the right to present additional documents, materials and other information and to have present its Representatives at such conference. No party hereto or its Representatives shall be engaged as expert not arbitratorpermitted to engage in any ex-parte communications (whether written or oral) with the Neutral Accountant. (iv) The Neutral Accountant shall be instructed only to resolve only the Unresolved Objections and shallshall be instructed not to investigate any other matter independently. In resolving any Unresolved Objection, in its sole discretion, be permitted the Neutral Accountant may not assign a greater or lesser value to engage an independent actuary any Unresolved Objection than that assigned to assist such Unresolved Objection by the Purchaser or the US Seller in the Initial Closing Statement or the Notice of Disagreement, as applicable. The US Seller and the Purchaser shall request that the Neutral Accountant (A) make a final determination of the Closing Date Working Capital Amount, the Closing Date Net Indebtedness Amount, the Closing Transaction Expenses and the Closing Change of Control Payments within forty (40) Business Days from the date the Unresolved Objections were submitted to the Neutral Accountant and (B) provide a reasonably detailed basis for its determination in respect of each Unresolved Objection. (v) The resolution of, or to resolve, any by the Neutral Accountant of the Unresolved Objections, includingabsent fraud, but not limited tointentional misconduct or manifest error, shall be final and binding upon the parties hereto. The parties hereto agree that the procedures set forth in this Section 2.06 for resolving disputes with respect to the Initial Closing Statement, the determination Closing Date Working Capital Amount, the Closing Date Net Indebtedness Amount, the Closing Transaction Expenses and the Closing Change of Control Payments shall be the sole and exclusive method for resolving any such disputes. (vi) The fees and disbursements of the Pension Deficit Amount Neutral Accountant shall be allocated between the Sellers and the Post-Purchaser in the same proportion that the aggregate amount of Unresolved Objections so submitted to the Neutral Accountant are unsuccessfully disputed by each such party (as finally determined by the Neutral Accountant) bears to the total amount of the Unresolved Objections so submitted, as determined by the Neutral Accountant in its final determination. In acting under this Agreement, the Neutral Accountant shall be entitled to the privileges and immunities of an arbitrator. (e) The Final Closing Statement shall be final and binding upon the parties hereto for the purposes of this Agreement upon the earliest to occur of: (i) the delivery by the US Seller of the Notice of Acceptance or the failure of the US Seller to deliver the Notice of Disagreement by the Objection Deadline Date; (ii) the resolution of all Disputed Items by the US Seller and the Purchaser pursuant to Section 2.06(d)(ii); and (iii) the resolution of all Unresolved Objections pursuant to Section 2.06(d)(iv) by the Neutral Accountant. Within five (5) Business Days after the Final Closing Statement becomes final and binding upon the parties hereto, an adjustment to the Purchase Price and a payment by wire transfer of immediately available funds in respect thereof shall be made as follows: (i) If the Final Purchase Price Amount as shown on the Final Closing Statement exceeds the Closing Date Payment (such difference, the “Closing Underpayment”), the Purchaser shall pay an amount equal to such Closing Underpayment to the Purchase Price Bank Account. (ii) If the Final Purchase Price Amount as shown on the Final Closing Statement is less than the Closing Date Payment (such difference, the “Closing Overpayment”), the Sellers shall pay to the Purchaser an amount equal to such Closing Overpayment to a bank account designated in writing by the Purchaser (such designation to be made within two (2) Business Days after the Final Closing Statement becomes or is deemed final). (f) No party hereto shall be entitled to be indemnified for any Loss that is reflected in the Final Closing Statement as a liability. No amount with respect to a matter shall be included more than once in the calculation of the Closing Date Working Capital Amount or the Closing Date Net Indebtedness Amount. Amounts to be paid pursuant to Section 2.06(d) shall bear interest from the Closing Date to the date of such payment at a rate equal to the rate of interest from time to time announced publicly by CitiBank as its prime rate, calculated on the basis of a year of 365 days and the actual number of days elapsed.