Common use of Calculation of Adjustments Clause in Contracts

Calculation of Adjustments. (a) Each of AT&T and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), and set forth the same, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing Adjustment. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T cannot agree with respect to the selection of an auditor, Insight and AT&T will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 (after taking into account any amounts included in the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2) will be made by the party responsible therefor to the party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T and Insight party will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing AdjustmentPro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T TCI and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight party will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment Pro Rata Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T TCI and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T TCI (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T TCI cannot agree with respect to the selection of an auditor, Insight and AT&T TCI will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T TCI will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 Adjustment Amount (after taking into account any amounts included in estimated Adjustment Amount paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T party will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.1 (the "Pro Rata Adjustments") in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party AT&T and delivered to the other party Insight at least 10 Business Days prior to the Closing. Each The Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, in summary form, supporting the determination of the Closing Adjustment Pro Rata Adjustments proposed in such certificate. Following receipt of such the Initial Adjustment Certificate, the recipient Insight shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate AT&T of any disagreements with the preparerAT&T's estimates of its Closing Pro Rata Adjustment. If the recipient Insight provides a notice of disagreement with the preparerAT&T's estimates of such amounts within such five Business Day period, AT&T and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Adjustment Time. The estimates so agreed upon by AT&T and Insight (or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient Insight fails to provide a notice of disagreement with the preparerAT&T's estimates of such amounts within the time provided) the estimates of such Closing Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary Adjustment Amount payable pursuant to Section 3.23.1. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight will deliver to the other Insight a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Pro Rata Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, and which will be executed by an officer of such party. Each recipient party AT&T. Insight will review the otherAT&T's Final Adjustment Certificate and will give written notice to the preparing party AT&T of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties AT&T of each otherInsight's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T cannot agree with respect to the selection of an auditor, Insight and AT&T will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 Adjustment Amount (after taking into account any amounts included in the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2estimated Adjustment Amount paid at Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other Insight reasonable access to all records in its AT&T's possession which were used in the preparation of its AT&T's Initial Adjustment Certificate and Final Adjustment Certificate and Insight will provide to AT&T access to all records in Insight's possession, following the Closing, relating to the Systems as may be necessary in the preparation of the other partyAT&T's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T and Insight Member will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)their respective Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.1 (the "Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party Fishxx xx TCI, as appropriate, and delivered to the other party Member at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Timedate of such certification, in summary form, supporting the determination of and the Closing Adjustment Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing Adjustmentthe Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI and Insight shall Fishxx xxxll negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated amounts as of the Closing TimeDate. The estimates estimate so agreed upon by AT&T TCI and Insight or Fishxx xx (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate Adjustment Certificates prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Adjustments set forth in the Initial Adjustments Certificate Adjustment Certificates shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt pursuant to the net Adjustment set forth in Section 3.23.1. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation For purposes of the Final Adjustment Certificate pursuant to paragraph (b) below.this section, (b) Within 90 days after the Closing, Fishxx xxx TCI will each of AT&T and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its the final determination of the Closing Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing their respective Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such partyFishxx xx TCI, as appropriate. Each recipient party will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial and Final Adjustment Certificates. Fishxx xxx TCI will each review the other's Final Adjustment Certificate and will give written notice to the preparing other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T TCI and Insight will Fishxx xxxl endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties Members of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions portion of the Closing Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T Fishxx xx TCI (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all partiesthe Members. If Insight and AT&T Fishxx xxx TCI cannot agree with respect to the selection of an auditor, Insight and AT&T Fishxx xxx TCI will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all partiesthe Members. Insight and AT&T Fishxx xxx TCI will bear equally the expenses arising in connection with such determination of all disputed amounts, whether by agreement of the Members or by an auditor's determination of disputed amounts, and payment of the determination. The net final amounts due under Section 3.3 (after taking Adjustment amount shall be further adjusted in order to take into account any amounts included in estimated Adjustments actually made at the calculation of Aggregate Gross Fair Market Value and Permitted Debt Closing pursuant to Section 3.23.3(a) (the "Post-Closing Adjustment"). The positive Post-Closing Adjustment shall be added to the appropriate Member's capital account with a corresponding adjustment being made to TCI's capital account in accordance with Section 3.2(b). In connection therewith, if the positive Post-Closing Adjustment is added to TCI's capital account then the amount of TCI Assumed Debt will be made by increased accordingly. Likewise, if the party responsible therefor positive Post-Closing Adjustment is added to Fishxx'x xxxital account then the party amount of TCI Assumed Debt will be decreased accordingly and TCI will reimburse to whom Peak such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is madedecreased amount. (c) Each of Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, in a certificate the adjustments and prorations with respect to its Cable Business and the AT&T Cable Business prescribed by Section 3.2 (the "“Pro Rata Adjustments”), in separate certificates for its Systems and Cable Business and the AT&T Systems and the AT&T Cable Business (the “Initial Adjustment Certificate"Certificates”) executed by an authorized representative of such party Insight and delivered to the other party AT&T Broadband at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment CertificateCertificates, the recipient AT&T Broadband shall have five 10 Business Days to review such schedule schedules and supporting information and to notify the preparer of such Initial Adjustment Certificate Insight of any disagreements with the preparer's Insight’s estimates of its Closing Adjustmentthe Pro Rata Adjustments. If the recipient AT&T Broadband provides a notice of disagreement with the preparer's Insight’s estimates of such amounts within such five 10 Business Day period, AT&T Broadband and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Broadband and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate Certificates prior to the Closing Date or if the recipient AT&T Broadband fails to provide a notice of disagreement with the preparer's Insight’s estimates of such amounts within the time provided) the estimates of such Closing the Pro Rata Adjustments set forth in the Initial Adjustments Certificate Certificates shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate Certificates shall be resolved in connection with the preparation of the Final Adjustment Certificate Certificates pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight will deliver to the other a certificate AT&T Broadband separate certificates (the "“Final Adjustment Certificate"Certificates”) showing in full detail its final determination of the Closing Adjustment Pro Rata Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such partyInsight. Each recipient party AT&T Broadband will review the other's Insight’s Final Adjustment Certificate Certificates and will give written notice to the preparing party Insight of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T Broadband and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties Insight of each other's AT&T Broadband’s objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T Broadband (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T Broadband cannot agree with respect to the selection of an auditor, Insight and AT&T Broadband will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T Broadband will bear equally the expenses arising in connection with an auditor's ’s determination of disputed amounts, and payment of the final amounts due under Section 3.3 Adjustment Amount (after taking into account any amounts included in estimated Adjustment Amount paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other AT&T Broadband reasonable access to all records in its possession which were used in the preparation of its the Initial Adjustment Certificate Certificates and Final Adjustment Certificate and Certificates. AT&T Broadband will provide Insight reasonable access to all records in its possession, following the Closing, relating to the Systems as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment CertificateCertificates.

Calculation of Adjustments. (a) Each of AT&T and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.1 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party AT&T and delivered to the other party Insight at least 10 Business Days prior to the Closing. Each The Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment Pro Rata Adjustments proposed in such certificate. Following receipt of such the Initial Adjustment Certificate, the recipient Insight shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate AT&T of any disagreements with the preparerAT&T's estimates of its Closing AdjustmentPro Rata Adjustments. If the recipient Insight provides a notice of disagreement with the preparerAT&T's estimates of such amounts within such five Business Day period, AT&T and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparerAT&T's estimates of such amounts within the time provided) the estimates of such Closing Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary Adjustment Amount payable pursuant to Section 3.23.1. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight will deliver to the other Insight a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment Pro Rata Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party AT&T. Insight will review the otherAT&T's Final Adjustment Certificate and will give written notice to the preparing party AT&T of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties AT&T of each otherInsight's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T cannot agree with respect to the selection of an auditor, Insight and AT&T will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 Adjustment Amount (after taking into account any amounts included in estimated Adjustment Amount paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other Insight reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and Insight will provide to AT&T access to all records in its possession, following the closing, relating to the Systems as may be necessary in the preparation of the other partyAT&T's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) 3.3.1 Each of AT&T and Insight party will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)their respective Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by SECTION 3.2.2 (collectively, the "Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party Xxxxx or TCI, as appropriate, and delivered to the other party by a date they reasonably believe is at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by a complete list of subscribers and appropriate supporting documentation, including a detailed calculation of the number of EBSs and an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment Adjustments proposed in such certificate. Each party will also furnish to the other party the preparer's billing report for the most current period as of the Closing Date. Following receipt of such Initial Adjustment CertificateCertificate and supporting information, the recipient shall will have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing Adjustmentestimates. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI and Insight shall Xxxxx will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated amounts as of the Closing TimeDate. The estimates basis for determining the preliminary amounts payable at Closing will be (a) the estimate so agreed upon by AT&T TCI and Insight Xxxxx or (b) if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) is not timely given, the estimates of such Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Certificate. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.-13- (b) 3.3.2 Within 90 days after the Closing, Xxxxx and TCI will each of AT&T and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its the final determination of the Closing Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)their respective Adjustments, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including a detailed calculation of the number of EBSs and an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such partyXxxxx or TCI as appropriate. Each recipient party will provide to the other reasonable access to all records in its possession which were used in the preparation of its Final Adjustment Certificate. 3.3.3 Xxxxx and TCI will each review the other's Final Adjustment Certificate and will give written notice to the preparing other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T TCI and Insight Xxxxx will endeavor in good faith to resolve any such objections within 30 days after the receipt by the both parties of each the other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions portion of the Closing Adjustments amount will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T cannot agree with respect to the selection of an auditorPrice Waterhouse, Insight and AT&T will each select an auditor and those two auditors will select a third auditor whose determination will be final conclusive. Xxxxx and will be binding upon all parties. Insight and AT&T TCI will bear equally the expenses arising in connection with an auditor's such auditor determination of all disputed amounts, and payment of the final amounts due under Section 3.3 Adjustments amount (after taking into account any amounts included in estimated Adjustments amount paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 three Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T TCI and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j3.2(i) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T TCI under the Exchange Agreement and the Sale Agreement), and set forth the same, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing Adjustment. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T TCI and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T TCI and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j3.2(i) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T TCI under the Exchange Agreement and the Sale Agreement), which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T TCI and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T TCI (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T TCI cannot agree with respect to the selection of an auditor, Insight and AT&T TCI will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T TCI will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 3.2 (after taking into account any amounts included in paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T TCI will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T and Insight Partner will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)their respective Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 4.4 (the "Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party the TCA Partner or TCI Partner, as appropriate, and delivered to the other party Partner at least 10 Business Days prior to the ClosingEffective Time. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Effective Time, in summary form, supporting the determination of the Closing Adjustment Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing AdjustmentAdjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI Partner and Insight TCA Partner shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Effective Time on such estimated amounts as of the Closing Effective Time. The estimates Partner with the highest estimated Adjustment shall adjust its Capital Account by an amount equal to the difference between the estimated Adjustment of the TCA Partner and TCI Partner. The other Partner's Capital Account shall then be adjusted pursuant to Section 4.5(b). The estimate so agreed upon by AT&T TCI Partner and Insight TCA Partner or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date Effective Time or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T cannot agree with respect to the selection of an auditor, Insight and AT&T will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 (after taking into account any amounts included in the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2) will be made by the party responsible therefor to the party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.such

Calculation of Adjustments. (a) Each of AT&T and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), and set forth the same, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, in summary form, supporting the determination of the Closing Adjustment proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing Adjustment. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Adjustment Time. The estimates so agreed upon by AT&T and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T cannot agree with respect to the selection of an auditor, Insight and AT&T will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 (after taking into account any amounts included in the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2) will be made by the party responsible therefor to the party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments") in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, in summary form, supporting the determination of the Closing Adjustment Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing AdjustmentPro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Adjustment Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T Illinois and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment Pro Rata Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Adjustment Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T Illinois and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T Illinois (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T Illinois cannot agree with respect to the selection of an auditor, Insight and AT&T Illinois will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T Illinois will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 Adjustment Amount (after taking into account any amounts included in estimated Adjustment Amount paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of AT&T Illinois and Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T TCI and Insight Century will estimate in good faith the Annualized Cash Flow and Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement), and set forth the same, together with a detailed statement of the calculation thereof, thereof in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Annualized Cash Flow or Closing Adjustment Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Annualized Cash Flow or Closing AdjustmentAdjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI and Insight Century shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T TCI and Insight Century or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Adjustment Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Annualized Cash Flow and Closing Adjustments set forth in the Initial Adjustments Adjustment Certificate shall be the basis for determining the Aggregate Gross Fair Market Value of the Century Assets and Permitted Debt pursuant to Section 3.2the Aggregate Gross Fair Market Value of the TCI Assets. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T TCI and Insight Century will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment with respect to its Systems Annualized Cash Flow and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)its Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T TCI and Insight Century will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Annualized Cash Flows or the Closing Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight Century or AT&T TCI (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight Century and AT&T TCI cannot agree with respect to the selection of an auditor, Insight Century and AT&T TCI will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight Century and AT&T TCI will bear equally the expenses arising in connection with an auditor's determination of disputed amounts. (c) After the Annualized Cash Flow of the Century Systems, the Annualized Cash Flow of the TCI Systems, the Century Closing Adjustments, and payment of the final amounts due under TCI Closing Adjustments are finally determined pursuant to this Section 3.3 (after taking into account any amounts included in 3.3, the calculation of parties will calculate the "Adjusted Aggregate Gross Fair Market Value of the TCI Assets" which shall be the same as the Aggregate Gross Fair Market Value of the TCI Assets except that the Annualized Cash Flow of the TCI Systems and Permitted Debt pursuant to Section 3.2) will the TCI Closing Adjustments, as finally determined, shall be made by used in such calculations instead of the party responsible therefor to estimates at Closing, and the party to whom "Adjusted Aggregate Gross Fair Market Value of the Century Assets" which shall be the same as the Aggregate Gross Fair Market Value of the Century Assets except that the Annualized Cash Flow of the Century Systems and the Century Closing Adjustments, as finally determined, shall be used in such payment is required to be made pursuant to this Agreement in immediately available funds within calculations instead of the estimates at Closing. Within 15 Business Days after thereafter, Century or TCI shall contribute cash to the final determination Partnership as provided in this Section 3.3(c): (i) If the Adjusted Aggregate Gross Fair Market Value of the Century Assets divided by the sum of the Adjusted Aggregate Gross Fair Market Value of the Century Assets plus the Adjusted Aggregate Gross Fair Market Value of the TCI Assets is madeless than Century's Percentage Interest (as determined pursuant to the Partnership Agreement), then Century shall contribute cash to the Partnership in an amount necessary to cause the sum of the amount of such cash plus the Adjusted Aggregate Gross Fair Market Value of the Century Assets divided by the sum of such cash plus the Adjusted Aggregate Gross Fair Market Value of the Century Assets plus the Adjusted Aggregate Gross Fair Market Value of the TCI Assets to equal Century's Percentage Interest. (cii) If the Adjusted Aggregate Gross Fair Market Value of the TCI Assets divided by the sum of the Adjusted Aggregate Gross Fair Market Value of the Century Assets plus the Adjusted Aggregate Gross Fair Market Value of the TCI Assets is less than TCI's Percentage Interest (as determined pursuant to the Partnership Agreement), then TCI shall contribute cash to the Partnership in an amount necessary to cause the sum of the amount of such cash plus the Adjusted Aggregate Gross Fair Market Value of the TCI Assets divided by the sum of such cash plus the Adjusted Aggregate Gross Fair Market Value of the Century Assets plus the Adjusted Aggregate Gross Fair Market Value of the TCI Assets to equal TCI's Percentage Interest. (d) Each of Insight Century and AT&T TCI will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T Illinois and Insight will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the adjustments and prorations with respect to its Cable Business prescribed by Section 3.2 (the "Pro Rata Adjustments"), in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing AdjustmentPro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T Illinois and Insight shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T Illinois and Insight or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Pro Rata Adjustments set forth in the Initial Adjustments Certificate shall be the basis for determining Aggregate Gross Fair Market Value and Permitted Debt the preliminary Adjustment Amount payable pursuant to Section 3.2. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T Illinois and Insight will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of the Closing Adjustment Pro Rata Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T Illinois and Insight will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight or AT&T Illinois (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight and AT&T Illinois cannot agree with respect to the selection of an auditor, Insight and AT&T Illinois will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight and AT&T Illinois will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under Section 3.3 Adjustment Amount (after taking into account any amounts included in estimated Adjustment Amount paid at the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of AT&T Illinois and Insight and AT&T will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.

Calculation of Adjustments. (a) Each of AT&T and Insight party will estimate in good faith the Closing Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and the Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, and set forth the sameforth, together with a detailed statement of the calculation thereof, the Annualized Cash Flow and Pro Rata Adjustments with respect to its Cable Business in a certificate (the "Initial Adjustment Certificate") executed by an authorized representative of such party and delivered to the other party at least 10 Business Days prior to the Closing. Each Initial Adjustment Certificate will be accompanied by appropriate supporting documentation, including an accounts receivable detail with relevant aging information as of the Closing Time, in summary form, supporting the determination of the Closing Adjustment Annualized Cash Flow and Pro Rata Adjustments proposed in such certificate. Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing AdjustmentAnnualized Cash Flow or Pro Rata Adjustments. If the recipient provides a notice of disagreement with the preparer's estimates of such amounts within such five Business Day period, AT&T TCI and Insight the Partnership shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing on such estimated amounts as of the Closing Time. The estimates so agreed upon by AT&T TCI and Insight the Partnership or (if the parties do not reach such an agreement on such estimated amounts set forth in the Initial Adjustments Adjustment Certificate prior to the Closing Date or if the recipient fails to provide a notice of disagreement with the preparer's estimates of such amounts within the time provided) the estimates of such Closing Annualized Cash Flow and Pro Rata Adjustments set forth in the Initial Adjustments Adjustment Certificate shall be the basis for preliminarily determining Aggregate Gross Fair Market Value and Permitted Debt the Cash Consideration to be paid pursuant to Section 3.23.1 and the preliminary adjustment to be made to Cash Consideration on the Closing Date in respect of the Adjustment Amount. All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below. (b) Within 90 days after the Closing, each of AT&T and Insight party will deliver to the other a certificate (the "Final Adjustment Certificate") showing in full detail its final determination of Annualized Cash Flow and the Closing Adjustment Pro Rata Adjustments with respect to its Systems and in the case of Insight, with respect to the Exchange Systems and Sale Systems (subject to Section 3.3(j) and provided that Insight's Closing Adjustments with respect to the Exchange Systems (if the Exchange Agreement closes contemporaneously with this Agreement) and Sale Systems will be based solely on the certificates provided by AT&T under the Exchange Agreement and the Sale Agreement)Systems, which certificate will be accompanied by appropriate documentation supporting the amounts proposed in such certificate, including an accounts receivable detail with relevant aging information as of the Closing Time, and which will be executed by an officer of such party. Each recipient party will review the other's Final Adjustment Certificate and will give written notice to the preparing other party of any objections it has to the calculations shown in such certificate within 30 days after its receipt thereof. AT&T TCI and Insight the Partnership will endeavor in good faith to resolve any such objections within 30 days after the receipt by the parties of each other's objections. If any objections or disputes have not been resolved at the end of such 30-day period, the disputed portions of Annualized Cash Flow or the Closing Pro Rata Adjustments will be determined within the following 30 days by a partner in a major accounting firm with substantial cable television audit experience which is not the auditor of either Insight the Partnership or AT&T TCI (or any Affiliate of either of them) and the determination of such auditor will be final and will be binding upon all parties. If Insight the Partnership and AT&T TCI cannot agree with respect to the selection of an auditor, Insight the Partnership and AT&T TCI will each select an auditor and those two auditors will select a third auditor whose determination will be final and will be binding upon all parties. Insight The Partnership and AT&T TCI will bear equally the expenses arising in connection with an auditor's determination of disputed amounts, and payment of the final amounts due under amount owed pursuant to this Section 3.3 3 (after taking into account any amounts included in the calculation of Aggregate Gross Fair Market Value and Permitted Debt pursuant to Section 3.2adjustments or payments made or paid at Closing) will be made by the party responsible therefor to the other party to whom such payment is required to be made pursuant to this Agreement in immediately available funds within 15 Business Days after the final determination is made. (c) Each of Insight and AT&T party will provide to the other reasonable access to all records in its possession which were used in the preparation of its Initial Adjustment Certificate and Final Adjustment Certificate and as may be necessary in the preparation of the other party's Initial Adjustment Certificate and Final Adjustment Certificate.