Common use of Adjustment to Purchase Price Clause in Contracts

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following the Closing Date, Ernst & Young LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet as of the Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business.

Adjustment to Purchase Price. On (a) No later than the date hereofclose of business of the sixth (6th) Business Day preceding the Closing Date, the Company Seller shall prepare in good faith, at the Seller’s expense, and deliver to the Buyer a written statement setting forth: (i) a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "“Preliminary Balance Sheet"”). Within ninety , (90ii) days following the Seller’s good-faith calculations (in reasonable detail) of the estimated Net Working Capital of the Company (the “Estimated Closing DateDate Net Working Capital”) and the estimated Net Indebtedness of the Company (the “Estimated Closing Date Net Indebtedness”) and (iii) on the basis of the foregoing, Ernst & Young LLP a calculation of the Estimated Closing Date Consideration ("E&Y") shall deliver to together with the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet as of referred to in clause (i) and the calculations referred to in clause (ii) above, the “Preliminary Closing Date Statement”), in each case, (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined hereinx) as of the close of business on the day prior Closing Date without giving effect to the payments to be made in connection with the Closing and (y) in the case of the Preliminary Balance Sheet and the calculation of Estimated Closing Date (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be Working Capital, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in Accounting Policies. When the preparation Seller delivers the Preliminary Closing Statement, the Seller shall also deliver to the Buyer a certificate signed by the Chief Financial Officer of the Financial Statements (as defined Seller, acting in Section 6.5 hereof) and such capacity, certifying that the Balance SheetPreliminary Closing Statement was prepared in accordance with the procedures set forth in this ‎Section 1.2(a). In the event that Buyer notifies the Seller of any objection (which objections, if any, may reference only disagreements (A) based on mathematical errors or (B) regarding whether the Estimated Closing Date Consideration, or the components thereof, as reflected on the Preliminary Closing Statement were calculated in accordance with this ‎Section 1.2 and the applicable definitions) to the Preliminary Closing Statement no later than four (4) Business Days prior to the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value")Date, the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative Seller shall discuss such objections in good faith and the Seller will, in good faith and after taking into account the discussion between the Seller and the Buyer, revise and re-deliver the Preliminary Closing Statement no later than three ("Second Auditor"3) Business Days prior to Closing to reflect the results of such discussion (which revised and redelivered Preliminary Closing Statement shall serve as the Preliminary Closing Statement for all purposes under this Agreement). Seller shall, which determination and shall be made within thirty (30) days cause the Company to, promptly provide all supporting documentation reasonably requested by the Buyer in connection with the Buyer and Parent’s review of the date such firm is retained and when delivered shall be final and binding on the parties. If the Preliminary Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the BusinessStatement.

Adjustment to Purchase Price. On (a) As soon as practicable, but no later than 45 days after the date hereofClosing Date, the Company Buyer shall deliver cause to be prepared and delivered to the Buyer a Seller the audited balance sheet of the Company as of March 31, 2002, accompanied by the report on the balance sheet of BDO Xxxxxxx, LLP (the balance sheet as of August March 31, 19982002 being referred to as the "March 31, which has been prepared by 2002 Financial Statements") and the audited balance sheet of the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following of the Closing Date, Ernst & Young accompanied by the report on the balance sheet of BDO Xxxxxxx, LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet as of the Closing Date being referred to as the "Closing Date Financial Statements"). The March 31, 2002 Financial Statements and the Closing Date Financial Statements shall be accompanied by a certificate (the "Working Capital Adjustment Certificate") setting forth in reasonable detail the Buyer's calculation of the March 31, 2002 Accounts Payable, the March 31, 2002 Accounts Receivable, the March 31, 2002 Inventory, the Closing Date Accounts Payable, the Closing Date Accounts Receivable, the Closing Date Inventory and the Closing Indebtedness; provided, however, that solely for the purpose of preparing the Working Capital Adjustment Certificate and without limiting the Buyer's rights under this Agreement, all inventory of the Company will be assumed to be saleable in the lawful and ordinary business of the Company and all accounts receivable of the Company will be assumed to be current and collectible in amounts not less than the aggregate amount thereof. The March 31, 2002 Financial Statements shall (x) fairly present the financial position of the Company as at the close of business on March 31, 2002 in accordance with GAAP (except that the March 31, 2002 Financial Statements shall not include footnotes) and (y) be prepared in accordance with the accounting policies and practices used in preparing the December 31, 2001 Balance Sheet". The Closing Date Financial Statements shall (x) showing fairly present the Company's Net Asset Value (financial position of the Company as defined herein) as of at the close of business on the day prior to Closing Date in accordance with GAAP (except that the Closing Date Financial Statements shall not include footnotes) and (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall y) be prepared in accordance with generally accepted the accounting principles ("GAAP") consistently applied using the same methodology as was policies and practices used in preparing the preparation December 31, 2001 Balance Sheet and (z) be based on a full physical count of the Financial Statements (inventories of the Company as defined in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the BusinessDate.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet (a) As soon as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days reasonably practicable following the Closing Date, Ernst & Young LLP and in any event within one hundred eighty ("E&Y"180) calendar days thereof, the Acquiror shall prepare and deliver to the Buyer Company a statement (the “Closing Date Statement”) that shall include and to the Shareholder Representative set forth (as defined in Section 4 belowi) an audited unaudited consolidated balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business 11:59 p.m., New York City time, on the day immediately prior to the Closing Date (the "“Closing Balance Sheet Sheet”) and (ii) a calculation of (A) the Cash (the “Closing Cash”), (B) the Net Asset Value"Working Capital (the “Closing Date Net Working Capital”), (C) the Transaction Expenses (the “Closing Transaction Expenses”) and (D) the Insurance and Utility Amount (the “Closing Insurance and Utility Amount”), in each case, calculated as of 11:59 p.m., New York City time, on the day immediately prior to the Closing Date. The Closing Balance Sheet Date Statement shall be prepared in accordance with generally accepted GAAP and consistently with the accounting principles ("GAAP") consistently applied using the same methodology as was and methodologies used in the preparation of to prepare the Financial Statements (as defined and, in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet case of Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value")Working Capital, the Purchase Price shall be reduced by one dollar for each dollar sample calculation set forth on Exhibit A, not taking into account any of the transactions contemplated hereby; provided, that any variable revenues and costs associated with printing and distributing the Closing Balance Sheet Net Asset Value is less than print version of the Target Net Asset Value. In the event that the amount Newspaper with an issue date of the Closing Balance Sheet Net Asset Value is more than Date shall be calculated based on the Target Net Asset Valueissue date and as of the Closing Date; and provided further that, notwithstanding GAAP or the accounting principles and methodologies used to prepare the Financial Statements, the Purchase Price shall Agreed Amounts will be increased by one dollar for each dollar that included in the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time periodDate Statement, the Closing Balance Sheet provided by E&Y and the calculation of the Closing Date Net Working Capital at such agreed amounts without adjustment. Following the Closing, the Acquiror shall be final provide (subject to the execution of customary work paper access letters and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determinedconfidentiality agreements, if a Purchase Price reduction resultsrequested) the Sellers’ Representative and its Representatives access to the records, properties, personnel and auditors of the Company relating to the preparation of the Closing Date Statement and the calculation of the Closing Cash, the Buyer Closing Date Net Working Capital, the Closing Transaction Expenses and the Closing Insurance and Utility Amount set forth therein and shall reduce cause the Holdback Amount by the amount personnel of the Purchase Price Adjustment; provided, that, if Company (and use reasonable efforts to cause the Purchase Price Adjustment is greater than Company’s auditors) to cooperate with the Holdback Amount, then each Sellers’ Representative and its Representatives in connection with their review of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 belowClosing Date Statement. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less Closing Date Statement, consideration will not be given to events occurring after, and new information that becomes available after, the liabilities of the BusinessClosing Date.

Adjustment to Purchase Price. On (a) The Closing Merger Consideration shall be adjusted by reference to the date hereofClosing Date Balance Sheet as finally determined pursuant to this Section. Immediately prior to the Closing Date, PBBC will perform a physical inventory of PBBC; provided, that Sleepmaster and its representatives may participate in any such physical inventory. As soon as reasonably practicable after the Closing Date (but in no event later than 60 days following the Closing Date), the Company shall Surviving Corporation and Sleepmaster will prepare and deliver to the Buyer Representative a balance sheet statement of PBBC's Net Working Capital as at the opening of August 31, 1998, which has been prepared business on the Closing Date determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by the Company and attached hereto as Schedule 2.3 this Agreement (the "Draft Closing Date Balance Sheet"). Within ninety (90) days following The Surviving Corporation and Sleepmaster will prepare the Draft Closing Date, Ernst & Young LLP ("E&Y") shall deliver to Date Balance Sheet in accordance with GAAP applied on a basis consistent with the Buyer and to preparation of the Shareholder Representative most recent audited balance sheet included within the Historical Balance Sheets (as defined in Section 4 below4.2) an 20 of PBBC; provided, that (i) the assets, liabilities, gains, losses, revenues and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Draft Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent audited balance sheet as included within the Historical Balance Sheets; (ii) a reserve for doubtful accounts receivable of Forty Thousand Dollars ($40,000) shall be established and agreed to for the Draft Closing Date Balance Sheet (the "Accounts Receivable Reserve"); (iii) all Company Expenses shall be accrued for and shall be recorded on the Draft Closing Balance Sheet"; and (iv) showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet all known arithmetic errors shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used taken into account in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Draft Closing Balance Sheet. In With respect to the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount preparation of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Draft Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 no change in accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination principles shall be made within thirty (30) days from those utilized in preparing the Historical Balance Sheets, including, without limitation, with respect to the nature of accounts, or the determination of the date such firm is retained level of reserves or level of accruals. For purposes of the preceding sentence, a "change in accounting principles" includes all changes in accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as all changes in practices, methods, conventions or assumptions (unless required by objective changes in underlying events) utilized in making accounting estimates. All effects of purchase accounting principles (A.P.B. 16 and/or 17 and when delivered EITF 88-16 and FASB 109) and all adjustments for transaction expenses in connection with this Agreement shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties excluded for purposes of making preparation of the above specified Purchase Price AdjustmentDraft Closing Balance Sheet. When The Surviving Corporation and Sleepmaster will make the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, work papers and backup materials used in preparing the Buyer shall reduce Draft Closing Date Balance Sheet available to the Holdback Amount Representative and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by the amount Representative of the Purchase Price Adjustment; providedDraft Closing Date Balance Sheet, thatand (B) the resolution by the Surviving Corporation, if Sleepmaster and the Purchase Price Adjustment is greater than the Holdback Amount, then each Representative of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Businessany objections thereto.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 No later than thirty (the "Balance Sheet"). Within ninety (9030) days following after the Closing Date, Ernst & Young LLP ("E&Y") Buyer shall prepare and deliver to Parent (i) an unaudited consolidated balance sheet of the Buyer and Company as of the Saturday prior to the Shareholder Representative (as defined Closing Date prepared in Section 4 below) an audited balance sheet as of accordance with GAAP, giving effect for any transactions or operations occurring on or before the Closing Date (the "Closing Balance Sheet"), (ii) showing a calculation of (A) Net Working Capital, (B) the Company's Net Asset Value Debt Amount, (as defined hereinC) the LTIP Amount, (D) the Capitalized Lease Amount and (E) the Tax Amount, in each case as of the close of business on the day prior to the Closing Date and (iii) a certificate (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAPPurchase Price Certificate") consistently applied using setting forth a proposed final Purchase Price subject to the same methodology as was used in the preparation of the Financial Statements (as defined adjustments provided in Section 6.5 hereof2.2(a) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset ValueProposed Final Purchase Price") which shall be calculated as (A) Four Hundred Fifty Million Dollars ($450,000,000), minus (B) the Purchase Price shall be reduced Working Capital Deficit (if any), plus (C) the Net Working Capital Excess (if any), minus (D) the Debt Amount, minus (E) the LTIP Amount, minus (F) the Capitalized Lease Amount, minus (G) the Tax Amount. Buyer will furnish and cause the Company to furnish to Parent and its advisors access (and if requested, copies) of such documents, financial records, work papers, financial management personnel and other information as Parent may request that are available to or obtainable by one dollar for each dollar that Buyer or the Closing Balance Sheet Net Asset Value is less than Company and reasonably deemed relevant by Parent to the Target Net Asset Value. In the event that the amount preparation of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the and Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment")Certificate. The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of If within thirty (30) days after following delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on and the Closing Balance SheetPurchase Price Certificate, Parent has not given Buyer written notice of its objection thereto (such notice must contain a statement of the basis of Parent's objection), then Parent shall be deemed to have accepted and agreed to the Closing Balance Sheet Shareholders' Equity and the Purchase Price Certificate, and the Proposed Final Purchase Price shall be determined by PricewaterhouseCoopers LLPdeemed to be the Purchase Price as required to be adjusted per Section 2.2(a). If Parent gives such notice of objection, or other Big 5 accounting firm mutually agreed to by then Buyer and Parent shall cooperate with each other in an effort to come to an agreement on the Shareholder Representative ("Second Auditor"), matters which determination shall are in dispute. If such dispute cannot be made resolved within thirty (30) days of Buyer's receipt of Parent's notice of objection, then the date such firm is retained issues in dispute will be submitted to the Accountants for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will be afforded the opportunity to present to the Accountants any material relating to the determination and when to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered shall to both parties by the Accountants, will be final binding and binding conclusive on the parties; and (iii) Buyer and Parent will each bear one-half (1/2) of the fees and expenses of the Accountants for such determination. If The Final Purchase Price shall be deemed to be the Closing Balance Sheet Net Asset Value final Purchase Price (subject to and as required to be adjusted pursuant to Section 2.2(a)) determined in accordance with this Section 2.2(d), whether by the Second Auditor varies in favor failure of Parent to provide a notice of objection to the Proposed Final Purchase Price, by resolution of all disputes by Buyer and Parent or by determination of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the BusinessAccountants.

Adjustment to Purchase Price. On the date hereofThe Purchase Price shall be adjusted as follows: 1. The Purchase Price shall be reduced if, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following the Closing Date, Ernst & Young LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (same extent that, the combined shareholders' equity of the Companies as defined finally determined in Section 4 below) an audited balance sheet as of the Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value"(hereinafter defined) is less than One Million Five Hundred Fifty Thousand Dollars ($1,550,000). 2. The Closing Balance Sheet adjustment provided in paragraph (a) above shall be calculated and determined pursuant to a combined balance sheet for the Companies prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using which eliminates all intercompany transactions (the same methodology as was "Closing Date Balance Sheet") and which shall be prepared by the Buyer promptly (but in no event more than fifteen (15) Business Days) following the Closing. (For purposes of this Agreement, "Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day when the Federal Government offices in Washington, D.C. are not open.) The Seller shall be furnished a Closing Date Balance Sheet promptly upon its preparation by the Buyer. After receipt of the Closing Date Balance Sheet, the Seller shall have a reasonable period not to exceed fifteen (15) Business Days in which to review the Closing Date Balance Sheet. The Seller shall have full access to the financial records and other information used in the preparation of the Financial Statements Closing Date Balance Sheet. The determination of the Closing Date Balance Sheet and the adjustment to the Purchase Price determined under paragraph (a) of Section 1.3, as defined calculated by the Buyer, shall become final and be binding on the Seller, unless the Seller delivers written notice of its objection to the Closing Date Balance Sheet to the Buyer within fifteen (15) Business Days following the date of the Buyer's delivery of the Closing Date Balance Sheet to the Seller. The written notice shall set forth in Section 6.5 hereofdetail the items and calculations objected to (individually, a "Disputed Item" and collectively, the "Disputed Items") and the Balance Sheetfactual and the technical basis for each Disputed Item, and the Buyer and the Seller will seek in good faith, for a period of fifteen (15) Business Days following delivery of the written notice, to resolve the Disputed Items. In the event that such differences are not resolved during such fifteen (15) Business Day period, the Buyer and the Seller shall promptly deliver the Closing Date Balance Sheet Net Asset Value is less than to the Net Asset Value as shown on Nashville, Tennessee office of KPMG Peat Marwick LLP (the "Reviewing Xxxx"), which firm shall be engaged for the purpose of conducting a review of the Closing Date Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount fees and expenses of the Closing Balance Sheet Net Asset Value is more than Reviewing Firm to be shared equally between the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"Seller), which determination and such review shall be made within thirty (30) days limited to the Disputed Items which have not been resolved by the parties. The Reviewing Firm shall issue a written report as promptly as possible, setting forth in reasonable detail its determination regarding the Disputed Items. The determination of the date such firm is retained Reviewing Firm as to the Disputed Items concerning the Closing Date Balance Sheet and when delivered adjustment to Purchase Price shall be final and binding on the parties. If parties on the date said written report is delivered to the Seller and the Buyer and the Closing Date Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be become final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce and the Holdback Amount Seller on such date. Failure by the amount Seller to notify the Buyer of an objection to the Closing Date Balance Sheet during the time provided above shall result in it being final upon the expiration of that time period. 3. Notwithstanding the provisions of the Purchase Price Adjustment; providedforegoing paragraph (b) or of GAAP, that, if in determining the Purchase Price Adjustment Closing Date Balance Sheet it is greater than hereby expressly agreed by the Holdback Amount, then each parties hereto that the "Fixed Assets" in the balance sheet of the Shareholders Companies as are attached hereto as Schedule 1.3(c) are accepted as accurate and that no adjustment shall refund such Shareholder's Prorata Share of be made based on the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount value of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 belowFixed Assets. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business.D.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 No later than thirty (the "Balance Sheet"). Within ninety (9030) days following after the Closing Date, Ernst & Young LLP ("E&Y") Buyer shall prepare and deliver to Parent (i) an unaudited consolidated balance sheet of the Buyer and Company as of the Saturday prior to the Shareholder Representative (as defined Closing Date prepared in Section 4 below) an audited balance sheet as of accordance with GAAP, giving effect for any transactions or operations occurring on or before the Closing Date (the "Closing Balance SheetCLOSING BALANCE SHEET"), (ii) showing a calculation of (A) Net Working Capital, (B) the Company's Net Asset Value Debt Amount, (as defined hereinC) the LTIP Amount, (D) the Capitalized Lease Amount and (E) the Tax Amount, in each case as of the close of business on the day prior to the Closing Date and (iii) a certificate (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAPPURCHASE PRICE CERTIFICATE") consistently applied using setting forth a proposed final Purchase Price subject to the same methodology as was used adjustments provided in the preparation of the Financial Statements (as defined in Section 6.5 hereofSECTION 2.2(a) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset ValuePROPOSED FINAL PURCHASE PRICE") which shall be calculated as (A) Four Hundred Fifty Million Dollars ($450,000,000), MINUS (B) the Purchase Price shall be reduced Working Capital Deficit (if any), PLUS (C) the Net Working Capital Excess (if any), MINUS (D) the Debt Amount, MINUS (E) the LTIP Amount, MINUS (F) the Capitalized Lease Amount, MINUS (G) the Tax Amount. Buyer will furnish and cause the Company to furnish to Parent and its advisors access (and if requested, copies) of such documents, financial records, work papers, financial management personnel and other information as Parent may request that are available to or obtainable by one dollar for each dollar that Buyer or the Closing Balance Sheet Net Asset Value is less than Company and reasonably deemed relevant by Parent to the Target Net Asset Value. In the event that the amount preparation of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the and Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment")Certificate. The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of If within thirty (30) days after following delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on and the Closing Balance SheetPurchase Price Certificate, Parent has not given Buyer written notice of its objection thereto (such notice must contain a statement of the basis of Parent's objection), then Parent shall be deemed to have accepted and agreed to the Closing Balance Sheet Shareholders' Equity and the Purchase Price Certificate, and the Proposed Final Purchase Price shall be determined by PricewaterhouseCoopers LLPdeemed to be the Purchase Price as required to be adjusted per SECTION 2.2(a). If Parent gives such notice of objection, or other Big 5 accounting firm mutually agreed to by then Buyer and Parent shall cooperate with each other in an effort to come to an agreement on the Shareholder Representative ("Second Auditor"), matters which determination shall are in dispute. If such dispute cannot be made resolved within thirty (30) days of Buyer's receipt of Parent's notice of objection, then the date such firm is retained issues in dispute will be submitted to the Accountants for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will be afforded the opportunity to present to the Accountants any material relating to the determination and when to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered shall to both parties by the Accountants, will be final binding and binding conclusive on the parties; and (iii) Buyer and Parent will each bear one-half (1/2) of the fees and expenses of the Accountants for such determination. If The Final Purchase Price shall be deemed to be the Closing Balance Sheet Net Asset Value final Purchase Price (subject to and as required to be adjusted pursuant to SECTION 2.2(a)) determined in accordance with this SECTION 2.2(d), whether by the Second Auditor varies in favor failure of Parent to provide a notice of objection to the Proposed Final Purchase Price, by resolution of all disputes by Buyer and Parent or by determination of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the BusinessAccountants.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver (a) Not later than one (1) Business Day prior to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following the Closing Date, Ernst & Young LLP ("E&Y") shall the Company will deliver to Buyer a certificate signed by an officer of the Buyer and to Company (the Shareholder Representative “Preliminary Statement”) setting forth the Company’s good faith estimate (as defined including all calculations in Section 4 belowreasonable detail) an audited balance sheet of (i) the Tangible Net Asset Value as of the close of business on the Business Day immediately preceding the Closing Date (the "“Tangible Net Asset Value”), (ii) the balance sheet for the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Balance Sheet"”), (iii) showing the Company's Net Asset Value amount of the Cash (as defined hereinthat will not otherwise have been distributed pursuant to Section 2.6) as of the close of business on the Business Day immediately preceding the Closing Date. The Company will provide to the Buyer immediately prior to Closing an update of the Preliminary Statement to reflect any events or occurrences (such as payment of accounts receivables or writing of checks) or other information that would make the initially-delivered Preliminary Statement inaccurate in any material respects. The Company must prepare the Preliminary Statement and each element thereof by applying GAAP (as modified by the definition of “Tangible Net Asset Value”) and, but only to the extent consistent with GAAP, in a manner consistent with the Company’s past accounting practices. The Preliminary Statement shall be subject to Buyer's written approval, and not later than one (1) day prior to the Closing Date (Closing, the "Closing Balance Sheet Net Asset Value")Buyer shall identify any adjustments that it believes are required to the Preliminary Statement. The Closing Balance Sheet If Seller disputes any such adjustments, Buyer and Seller shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheetuse commercially reasonable efforts resolve such dispute. In the event that the Closing Balance Sheet Net Asset Value is less than Buyer provides its written approval of the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value")Preliminary Statement, the Purchase Price shall will be reduced by one dollar for each dollar that adjusted (up or down) at the Closing Balance Sheet by the amount of the “Closing Adjustment,” equal to the estimated Tangible Net Asset Value is less than set forth on the Seller’s updated Preliminary Statement minus the Target Tangible Net Asset Value. In the event that the amount Buyer does not provide its written approval of the Preliminary Statement, the Closing Balance Sheet shall proceed subject to the fulfillment or waiver in accordance herewith of the conditions set forth in Article 8, and any adjustment to the Purchase Price with respect to Tangible Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity and/or Cash shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer in accordance with Section 2.4(b) and the Shareholder Representative ("Second Auditor"c), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet (a) As soon as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days reasonably practicable following the Closing Date, Ernst & Young LLP and in any event within one hundred eighty ("E&Y"180) calendar days thereof, the Acquiror shall prepare and deliver to the Buyer Company a statement (the “Closing Date Statement”) that shall include and to the Shareholder Representative set forth (as defined in Section 4 belowi) an audited unaudited consolidated balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business 11:59 p.m., New York City time, on the day immediately prior to the Closing Date (the "“Closing Balance Sheet Sheet”) and (ii) a calculation of (A) the Cash (the “Closing Cash”), (B) the Net Asset Value"Working Capital (the “Closing Date Net Working Capital”), (C) the Transaction Expenses (the “Closing Transaction Expenses”) and (D) the Insurance and Utility Amount (the “Closing Insurance and Utility Amount”), in each case, calculated as of 11:59 p.m., New York City time, on the day immediately prior to the Closing Date. The Closing Balance Sheet Date Statement shall be prepared in accordance with generally accepted GAAP and consistently with the accounting principles and methodologies used to prepare the Financial Statements and, in the case of Net Working Capital, the sample calculation set forth on Exhibit A, not taking into account any of the transactions contemplated hereby; provided, that any variable revenues and costs associated with printing and distributing the print version of the Newspaper with an issue date of the Closing Date shall be calculated based on the issue date and as of the Closing Date; and provided further that, notwithstanding GAAP or the accounting principles and methodologies used to prepare the Financial Statements, the Agreed Amounts will be included in the Closing Date Statement, the Closing Balance Sheet and the calculation of the Closing Date Net Working Capital at such agreed amounts without adjustment. Following the Closing, the Acquiror shall provide ("GAAP"subject to the execution of customary work paper access letters and confidentiality agreements, if requested) consistently applied using the same methodology as was used in Sellers’ Representative and its Representatives access to the records, properties, personnel and auditors of the Company relating to the preparation of the Financial Statements (as defined in Section 6.5 hereof) Closing Date Statement and the Balance Sheetcalculation of the Closing Cash, the Closing Date Net Working Capital, the Closing Transaction Expenses and the Closing Insurance and Utility Amount set forth therein and shall cause the personnel of the Company (and use reasonable efforts to cause the Company’s auditors) to cooperate with the Sellers’ Representative and its Representatives in connection with their review of the Closing Date Statement. For purposes of the Closing Date Statement, consideration will not be given to events occurring after, and new information that becomes available after, the Closing Date. 10 (b) If the Sellers’ Representative shall disagree with the Closing Date Statement or the calculation of the Closing Cash, the Closing Date Net Working Capital, the Closing Transaction Expenses and/or the Closing Insurance and Utility Amount set forth therein, it shall notify the Acquiror of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement (the “Dispute Notice”), within thirty (30) days after its receipt of the Closing Date Statement. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value")Sellers’ Representative does not provide a Dispute Notice within such 30-day period, the Purchase Price Sellers’ Representative shall be reduced by one dollar for each dollar that deemed to have accepted the Closing Balance Sheet Date Statement and the calculation of the Closing Cash, the Closing Date Net Asset Value is less than Working Capital, the Target Net Asset ValueClosing Transaction Expenses and the Closing Insurance and Utility Amount delivered by the Acquiror, which shall become final, binding and conclusive for all purposes hereunder. To the extent not set forth in the Dispute Notice, the Sellers’ Representative shall be deemed to have agreed with the Acquiror’s calculation of all amounts and items contained in the Closing Date Statement, and no party may thereafter dispute any item or amount not set forth in the Dispute Notice. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset ValueSellers’ Representative provides a Dispute Notice within such 30-day period, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative Acquiror and the Buyer Sellers’ Representative shall be entitled to review the Closing Balance Sheet use reasonable best efforts for a period of thirty (30) days after immediately following the delivery by E&Y. In of a Dispute Notice (or such longer period as they may mutually agree) to resolve any disagreements with respect to the event that before calculations of the Closing Cash, the Closing Date Net Working Capital, the Closing Transaction Expenses and/or the Closing Insurance and Utility Amount as set forth in the Dispute Notice. If, at the end of such thirty 30-day review period following the delivery of a Dispute Notice, the Acquiror and the Sellers’ Representative are unable to resolve such disagreements, then Xxxxx Xxxxxxxx LLP (30or such other independent accounting or financial consulting firm of recognized national standing as may be mutually selected by the Acquiror and the Sellers’ Representative) day period(the “Auditor”) shall resolve any remaining disagreements. Each of the Acquiror and the Sellers’ Representative shall promptly provide their assertions regarding the Closing Cash, either of such persons notifies the other in writing that they dispute Closing Date Net Working Capital, the Closing Transaction Expenses and/or the Closing Insurance and Utility Amount and, to the extent relevant thereto, the Closing Balance Sheet Net Asset Value shown in writing to the Auditor and to each other. The Auditor shall be instructed to render its determination with respect to such disagreements set forth in the Dispute Notice as soon as reasonably practicable (which the parties hereto agree should not be later than forty-five (45) days following the day on which the disagreement is referred to the Auditor). The Auditor shall base its determination solely on (i) the written submission of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the Closing Balance SheetDate Net Working Capital requires adjustment (only with respect to the remaining disagreements submitted to the Auditor) in order to be determined in accordance with Section 2.6(a) (including the definitions of the defined terms used in Section 2.6(a)). Absent fraud or manifest error, then the Closing Balance Sheet Shareholders' Equity determination of the Auditor shall be determined by PricewaterhouseCoopers LLPfinal, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final conclusive and binding on the parties; provided, that the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either the Acquiror, on the one hand, or the Sellers’ Representative, on the other hand, or less than the smallest value for such item claimed by either the Acquiror, on the one hand, or the Sellers’ Representative on the other hand. If Each of the Company and the Sellers’ Representative shall execute a reasonably acceptable engagement letter, if requested to do so by the Auditor. The date on which the Closing Balance Sheet Date Statement and the Closing Cash, the Closing Date Net Asset Value Working Capital, the Closing Transaction Expenses and the Closing Insurance and Utility Amount set forth therein are finally determined in accordance with this Section 2.6(b) is hereinafter referred 11 to as the “Determination Date.” All fees and expenses of the Auditor relating to the work, if any, to be performed by the Auditor hereunder shall be borne between the Acquiror, on the one hand, and Xxxxxxxx X. Xxxxxxxxx, in his capacity as a Seller, on the other, based on the percentage which the portion of the total contested amounts not awarded to such party as determined by the Second Auditor varies in favor of bears to the requesting party, the cost of the Second Auditor shall be paid total amounts contested by the non-requesting partyparties. (c) (i) If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting partyAdjustment Amount is a positive number, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When then the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount be increased by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer and within five (5) days Business Days of the date that Determination Date, the Acquiror shall pay to an account designated in writing by the Sellers’ Representative an amount in cash equal to the Adjustment Amount and (ii) if the Adjustment Amount is a negative number, the Purchase Price shall be decreased by the absolute value of the Adjustment is finally determinedAmount (the “Adjustment Amount Deficit”) and within five (5) Business Days of the Determination Date, Xxxxxxxx X. Xxxxxxxxx, in his capacity as a Seller, shall pay or cause to be paid to an account designated in writing by the Acquiror an amount in cash equal to the Adjustment Amount Deficit. If Notwithstanding anything to the contrary set forth in this Agreement, (x) only Xxxxxxxx X. Xxxxxxxxx, in his capacity as a Seller, and no other Sellers, shall be entitled to receive any Adjustment Amount or any amount pursuant to this Section 2.6 from the Acquiror and (y) the Acquiror shall only be entitled to receive any Adjustment Amount or any amount pursuant to this Section 2.6 from Xxxxxxxx X. Xxxxxxxxx, in his capacity as a Seller, and from no other Sellers. (d) The Acquiror and the Company agree that any adjustments pursuant to this Section 2.6, and any indemnification payment made pursuant to this Agreement, shall be treated as an adjustment of the Purchase Price Adjustment results in a Purchase Price increasefor Tax purposes, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 belowunless otherwise required by applicable Law. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business.SECTION 2.7

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). a) Within ninety sixty (9060) days following the Closing Date, Ernst & Young LLP ("E&Y") Sellers shall deliver to Purchaser a schedule of the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet working capital as of the Closing Date for the Furniture Business, the Automotive Inventory and the Automotive Payables, and a schedule of the unaudited working capital as of the Closing Date of each of the Automotive Business and the Consumer Products Business, together with a reconciliation of such schedules to the balance sheet of the Chatham division (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset ValueWorking Capital Schedules"). The Closing Balance Sheet Date working capital shown on the Closing Date Working Capital Schedules shall equal the sum of (i) inventory (net of reserves); (ii) accounts receivable (net of reserves); and (iii) prepaid expenses (but not the chenille equipment deposits), less the sum of (iv) trade payables and (v) accrued expenses. For purposes of the computation of audited Closing Date working capital, (x) inventory, accounts receivable and prepaid expenses shall include only those items and amounts included in the Acquired Assets pursuant to SECTION 1.1(d), (f) and (j) (including all related reserves), (y) trade payables and accrued expenses shall include only those items and amounts included in the Assumed Liabilities pursuant to SECTION 2.1, and (z) Automotive Inventory and Automotive Payables shall be set forth in separate line items. The Closing Date Working Capital Schedules shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied consistently applied using with the same methodology Management Prepared Statements (as was used hereinafter defined) following the procedures set forth on SCHEDULE 3.3(B) (except the Management Prepared Statements do not have year end adjustments), which shall include a full physical audit of all Inventory (except as the Parties may otherwise agree) on the Closing Date. Purchaser and a nationally recognized independent public accounting firm selected by Purchaser ("Purchaser's Auditor"), may observe the Closing Date inventory and other procedures of Sellers and Arthur Andersen LLP, the xxxxxenxxxx xublic accountants to Sellers ("Sellers' Auditor"), in the preparation of the Financial Statements Closing Date Working Capital Schedules and shall be provided with reasonable access to the workpapers of Sellers and Sellers' Auditor supporting the Closing Date Working Capital Schedules. The audited Closing Date Working Capital Schedule prepared by Sellers' Auditors shall also set forth a computation of the Adjustment Amount (as defined in Section 6.5 hereofhereinafet defined) (including separate computations of the Furniture Adjustment Amount (hereinafter defined) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet Automotive Adjustment Amount (the "Target Net Asset Value"hereinafter defined), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver (a) Seller has delivered or caused to the be delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s reasonable good faith estimate of (i) a consolidated balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following the Closing Date, Ernst & Young LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet Subsidiaries as of the Closing Date Calculation Time (the "“Estimated Closing Balance Sheet"”), (ii) showing a calculation of the Company's Net Asset Value (as defined herein) Working Capital of the Company and the Subsidiaries as of the close Calculation Time (the “Estimated Closing Net Working Capital”), (iii) a calculation of business on the day Cash of the Company and the Subsidiaries as of immediately prior to the Closing Date (the "“Estimated Closing Balance Sheet Net Asset Value"Cash Balance”), (iv) a calculation of the Indebtedness of the Company and the Subsidiaries as of immediately prior to the Closing (but calculated to include any amounts that only become payable if the Closing occurs) (the “Estimated Closing Indebtedness Amount”) and (v) a calculation of the Seller Transaction Expenses as of immediately prior to the Closing (but calculated to include any amounts that only become payable if the Closing occurs) (the “Estimated Seller Transaction Expenses”). The Estimated Closing Balance Sheet shall be Statement has been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology Accounting Principles as was used interpreted, in good faith, by Seller. It is understood that Buyer has not and does not waive any rights to take a contrary position to that reflected in the Estimated Closing Statement in connection with the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLPStatement or any calculation set forth therein, or for any other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (purpose under this Agreement or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Businessotherwise.

Adjustment to Purchase Price. On (a) Not later than three (3) Business Days prior to the date hereofClosing Date, the Company shall deliver delivered to the Buyer a balance sheet as certificate signed by an officer of August 31the Company, 1998, which has been prepared by the Company Seller and attached hereto as Schedule 2.3 the Sellers’ Representative setting forth the Company’s good faith estimate of (i) the "Balance Sheet"). Within ninety (90) days following the Closing Date, Ernst & Young LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet aggregate amount of unpaid Indebtedness as of the Closing Date (the "Closing Balance Sheet"“Estimated Indebtedness”), together with payoff letters and wire transfer instructions from the applicable creditors (the “Discharges”), (ii) showing the Company's Net Asset Value (as defined herein) aggregate amount of unpaid Transaction Payments as of the close Closing (the “Estimated Transaction Payments”), together with wire transfer instructions for each recipient of business on the day prior to Estimated Transaction Payments, (iii) the Net Working Capital as of the Closing Date (the "Closing Balance Sheet “Estimated Net Asset Value"). The Closing Balance Sheet shall be Working Capital”) prepared in accordance with generally accepted accounting principles this Agreement, ("GAAP"iv) consistently applied using the same methodology Cash as was used in the preparation of the Financial Statements Closing (the “Estimated Cash”) (v) the balance sheet for the Company as defined in Section 6.5 hereof) and of the Closing (the “Estimated Closing Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"”), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that and (vi) the amount of the Closing Balance Sheet Net Asset Value is more than Payment and the Target Net Asset Value, related flow of funds to the Purchase Price shall be increased Seller or any other Persons pursuant to the transactions contemplated by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value this Agreement (including wire transfers with respect thereto) (collectively, the "Purchase Price Adjustment"“Flow of Funds Memorandum”). The Shareholder Representative and Closing Base Consideration will be adjusted by the Buyer shall be entitled to review Estimated Spread at the Closing Balance Sheet for a period of thirty either (30x) days after delivery upward by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the an amount by which the Purchase Price Adjustment Estimated Net Working Capital exceeds the Holdback Amount Target Net Working Capital or (y) downward by an amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital (such amount in cash (x) or by immediately available funds transfer) to (y), as applicable the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business“Closing Adjustment”).

Adjustment to Purchase Price. On As soon as practicable after the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following the Closing Effective Date, Ernst & Young LLP ("E&Y") shall deliver to the Buyer and to the Shareholder Representative (as defined but in Section 4 below) an audited balance sheet as of the Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheet. In the no event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days thereafter, the Partnerships shall provide the Buyer with a balance sheet dated June 30, 2003, and financial statements of the Partnerships consisting of balance sheets of the Partnerships and the related statements of income and cash flows for trailing twelve (12) month period, prepared in accordance with GAAP and reviewed by the Partnerships’ Certified Public Accountant (collectively referred to as the “Closing Financials”). As soon as practicable after delivery receipt of the Closing Financials, but in no event more than fifteen (15) days thereafter, the Buyer and Outback shall determine and report in writing to all parties hereto: theamount of current assets of each Restaurant as of the Effective Date (excluding those current assets not utilized or received by E&Y. the Buyer, e.g. prepaid insurance); theamount of actual out of pocket expenses for restaurant sites under development (subject to approval by Outback); the amountof all liabilities of each Restaurant (other than liabilities specified in Schedule 2.1(b), Schedule 2.1(c) and Schedule 2.1(g) to the extent assumed by Buyer) which were not paid in full prior to the Effective Date, including, without limitation, an estimate of any tax liability for periods prior to the Effective Date and including liability for unredeemed gift certificates at redemption value and accrued but unused vacation, holiday and sick pay; theexcess, if any, of (i) three percent (3%) of each Restaurant’s gross sales (as defined in each Restaurant’s Franchise Agreement) over (ii) all expenditures for local advertising for such Restaurant approved by Outback pursuant to the Franchise Agreement. Upon receipt of such report, the General Partners (by notice to Outback and the Buyer as provided herein) shall have a period of ten (10) days in which to object in writing to any portion or item of such report. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm no objection is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting partytimely made, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y report shall be final and binding on all parties parties. If timely objection is made, the chief financial officer of Outback and such persons designated by the General Partners (and at the expense of the General Partners) shall meet and attempt to agree on the items to which objection was made. If such persons cannot agree within thirty (30) days from the date of written objection, the items on which agreement has not been reached shall be submitted to the Tampa, Florida office of PricewaterhouseCoopers (or other agreed upon independent “Big Four” accounting firm) for purposes a resolution of making such items and whose decision shall be final and binding on all parties. The fees and expenses of PricewaterhouseCoopers (or other accounting firm) shall be paid by the above specified Purchase Price Adjustmentnonprevailing party. When the Purchase Price Adjustment has been If, as finally determined, if a Purchase Price reduction resultsthe sum of items contained in Subparagraphs (a) and (b) above exceeds the sum of the items contained in Subparagraphs (c) and (d), above, the Buyer shall reduce pay such excess to the Holdback Amount by Partnerships within ten (10) days of such final determination. If, as finally determined, the amount sum of the items contained in Subparagraphs (c) and (d) exceeds the sum of items contained in Subparagraphs (a) and (b) above, Buyer may deduct the excess from the Retained Purchase Price. In the event the Retained Purchase Price Adjustment; provideddoes not fully reimburse the Buyer for the entire amount due hereunder, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders Partnerships shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) pay any excess to the Buyer within five ten (510) days of the date that the Purchase Price Adjustment is finally determinedfinal determination. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase The calculations and payments contemplated by this Section 1.4 shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Businessmade on a Partnership by Partnership basis.

Adjustment to Purchase Price. On the date hereof(a) As soon as reasonably practicable following Closing, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). Within ninety (90) days following prepare the Closing Date, Ernst & Young LLP ("E&Y") shall deliver Balance Sheet and provide it to the Buyer and to the Shareholder Representative Sellers for review and comments. As soon as reasonably practical following the Closing (as defined in Section 4 below) an audited balance sheet as but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing Date (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset ValueSelected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Shareholders' Representative and the Buyer shall be entitled to review (i) the Closing Balance Sheet for a period of thirty Sheet; and (30ii) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute based on the Closing Balance Sheet Net Asset Value Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities of the Company as shown on the Closing Balance Sheet, then excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLPand (D) one-half of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, or other Big 5 accounting firm mutually agreed Jr. of the leased vehicle referred to by Buyer and on Exhibit E, Item 19 (the Shareholder Representative ("Second AuditorTangible Asset Value"), which determination . The Selected Accounting Firm shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If audit the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor and shall be paid by the non-requesting party. If provide an opinion whether or not the Closing Balance Sheet Net has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value as determined by the Second Auditor does not vary in favor accordance with this Agreement. The parties each agree to grant reasonable access to all records of the requesting partyCompany, to each other and to the cost Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that Selected Accounting Firm, as it is contesting may request in auditing the Closing Balance Sheet within Sheet. All documents prepared by the above specified time period, the Closing Balance Sheet provided by E&Y Selected Accounting Firm shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) provided to the Buyer within five (5) days of and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the BusinessSelected Accounting Firm.

Adjustment to Purchase Price. On the date hereof, the Company shall deliver to the Buyer a balance sheet as of August 31, 1998, which has been prepared by the Company and attached hereto as Schedule 2.3 (the "Balance Sheet"). a) Within ninety sixty (9060) days following the Closing Date, Ernst & Young LLP ("E&Y") Sellers shall deliver to Purchaser a schedule of the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet working capital as of the Closing Date for the Furniture Business, the Automotive Inventory and the Automotive Payables, and a schedule of the unaudited working capital as of the Closing Date of each of the Automotive Business and the Consumer Products Business, together with a reconciliation of such schedules to the balance sheet of the Chatham division (the "Closing Balance Sheet") showing the Company's Net Asset Value (as defined herein) as of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset ValueWorking Capital Schedules"). The Closing Balance Sheet Date working capital shown on the Closing Date Working Capital Schedules shall equal the sum of (i) inventory (net of reserves); (ii) accounts receivable (net of reserves); and (iii) prepaid expenses (but not the chenille equipment deposits), less the sum of (iv) trade payables and (v) accrued expenses. For purposes of the computation of audited Closing Date working capital, (x) inventory, accounts receivable and prepaid expenses shall include only those items and amounts included in the Acquired Assets pursuant to SECTION 1.1(d), (f) and (j) (including all related reserves), (y) trade payables and accrued expenses shall include only those items and amounts included in the Assumed Liabilities pursuant to SECTION 2.1, and (z) Automotive Inventory and Automotive Payables shall be set forth in separate line items. The Closing Date Working Capital Schedules shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied consistently applied using with the same methodology Management Prepared Statements (as was used hereinafter defined) following the procedures set forth on SCHEDULE 3.3(b) (except the Management Prepared Statements do not have year end adjustments), which shall include a full physical audit of all Inventory (except as the Parties may otherwise agree) on the Closing Date. Purchaser and a nationally recognized independent public accounting firm selected by Purchaser ("Purchaser's Auditor"), may observe the Closing Date inventory and other procedures of Sellers and Arthxx Xxxexxxx XXX, the independent public accountants to Sellers ("Sellers' Auditor"), in the preparation of the Financial Statements Closing Date Working Capital Schedules and shall be provided with reasonable access to the workpapers of Sellers and Sellers' Auditor supporting the Closing Date Working Capital Schedules. The audited Closing Date Working Capital Schedule prepared by Sellers' Auditors shall also set forth a computation of the Adjustment Amount (as defined in Section 6.5 hereofhereinafter defined) (including separate computations of the Furniture Adjustment Amount (hereinafter defined) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet Automotive Adjustment Amount (the "Target Net Asset Value"hereinafter defined), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination shall be made within thirty (30) days of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the Business.

Adjustment to Purchase Price. On The amount of timber contemplated to be harvested from the date hereofTimberlands by Seller during Seller's fiscal year commencing October 1, 1997 is set forth on a harvesting forecast ("1998 Harvesting Forecast") and the Company shall deliver amount of timber contemplated to the Buyer be harvested by Seller during Seller's fiscal year commencing October 1, 1998 is set forth on a balance sheet as of August 31harvesting forecast ("1999 Harvesting Forecast"), 1998, which has been prepared by the Company and each is attached hereto as Schedule 2.3 (the "Balance Sheet")2.2. Within ninety (90) days Immediately following the Closing Date, Ernst & Young LLP Purchaser and its accountants shall be provided with reasonable access to all of Seller's books, records, accounting and other documents reasonably necessary to confirm the actual amount of timber harvested from the period commencing October 1, 1997 through the Closing Date. In the event that, based upon Purchaser's review of such books, records and documents, Purchaser determines that (i) the actual amount of timber harvested (by volume, product mix or method (clear cut and partial harvest)) until the date hereof exceeded the amount contemplated to be harvested pursuant to the 1998 Harvesting Forecast by more than five percent (5%), or (ii) the actual amount of timber harvested by volume or method (clear cut and partial harvests) from the date hereof until the Closing Date exceeded the amount contemplated to be harvested pursuant to the 1999 Harvesting Forecast by more than one percent (1%), Purchaser shall submit a harvesting report ("E&YHarvesting Report") to Seller setting forth the basis for this determination. Seller shall have 10 days to review the Harvesting Report and to deliver a notice of any dispute regarding the determination made by Purchaser ("Harvesting Dispute Notice"). In the event that Seller does not deliver a Harvesting Dispute Notice within such period, the Harvesting Report shall be deemed accepted by Seller, and Seller shall pay to Purchaser, within two (2) business days of the expiration of such review period, an amount equal to the Buyer and to the Shareholder Representative (as defined in Section 4 below) an audited balance sheet fair market value of such excess harvested timber as of the Closing Date (the "Closing Balance Sheet"based on volume, product mix or method (clear cut and partial harvest)) showing the Company's Net Asset Value (as defined herein) as offset by any undercut of the close of business on the day prior to the Closing Date (the "Closing Balance Sheet Net Asset Value")product mix. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied using the same methodology as was used in the preparation of the Financial Statements (as defined in Section 6.5 hereof) and the Balance Sheet. In the event that the Closing Balance Sheet Net Asset Value is less than the Net Asset Value as shown on the Balance Sheet (the "Target Net Asset Value"), the Purchase Price shall be reduced by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is less than the Target Net Asset Value. In the event that the amount of the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value, the Purchase Price shall be increased by one dollar for each dollar that the Closing Balance Sheet Net Asset Value is more than the Target Net Asset Value (collectively, the "Purchase Price Adjustment"). The Shareholder Representative and the Buyer shall be entitled to review the Closing Balance Sheet for a period of thirty (30) days after delivery by E&Y. In the event that before the end of such thirty (30) day period, either of such persons notifies the other in writing that they dispute the Closing Balance Sheet Net Asset Value shown on the Closing Balance Sheet, then the Closing Balance Sheet Shareholders' Equity shall be determined by PricewaterhouseCoopers LLP, or other Big 5 accounting firm mutually agreed to by Buyer and the Shareholder Representative ("Second Auditor"), which determination Such payment shall be made within thirty (30) days by wire transfer of the date such firm is retained and when delivered shall be final and binding on the parties. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor varies in favor of the requesting party, the cost of the Second Auditor shall be paid by the non-requesting party. If the Closing Balance Sheet Net Asset Value as determined by the Second Auditor does not vary in favor of the requesting party, the cost of the Second Auditor shall be paid by the requesting party. If neither the Shareholder Representative nor the Buyer notifies the other that it is contesting the Closing Balance Sheet within the above specified time period, the Closing Balance Sheet provided by E&Y shall be final and binding on all parties for purposes of making the above specified Purchase Price Adjustment. When the Purchase Price Adjustment has been finally determined, if a Purchase Price reduction results, the Buyer shall reduce the Holdback Amount by the amount of the Purchase Price Adjustment; provided, that, if the Purchase Price Adjustment is greater than the Holdback Amount, then each of the Shareholders shall refund such Shareholder's Prorata Share of the amount by which the Purchase Price Adjustment exceeds the Holdback Amount in cash (or by immediately available funds transfer) to the Buyer within five (5) days of the date that the Purchase Price Adjustment is finally determined. If the Purchase Price Adjustment results in a Purchase Price increase, the amount of such increase shall be added to the Holdback Amount and shall be paid as provided in Section 3 below. For purposes hereof, "Net Asset Value" shall mean the tangible assets of the Business less the liabilities of the BusinessU.S. dollars.