Common use of Cash Adjustment Clause in Contracts

Cash Adjustment. (i) One day prior to the Distribution Date, Remainco shall prepare and deliver, or cause to be prepared and delivered, to New News Corporation a statement reflecting a good faith estimate of the amount of Cash Equivalents to be on the unaudited balance sheet of New News Corporation as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)), (the “Estimated Cash Amount”), including supporting account information and the amount of the related Cash Contribution (the “Estimated Cash Amount Statement”). (ii) On or prior to August 15, 2013, Remainco shall prepare and deliver, or cause to be prepared and delivered, to New News Corporation a statement reflecting the amount of Cash Equivalents on the unaudited balance sheet of the New News Corporation Group as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)) (the “Preliminary Cash Amount” and, together with the Estimated Cash Amount, the “Cash Amounts”), including supporting account information and the amount of the related Cash Contribution (the “Preliminary Cash Amount Statement”). (iii) Subject to the terms set forth in Section 6.7, in connection with the preparation of the Preliminary Cash Amount Statement, Remainco shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of New News Corporation Group that Remainco or its representatives reasonably request, and New News Corporation shall, and shall cause the members of the New News Corporation Group and their respective representatives and employees to, cooperate with Remainco and its representatives in connection therewith. (iv) New News Corporation shall have ten (10) Business Days following receipt of the Preliminary Cash Amount Statement to review such statement and to notify Remainco, in writing, if New News Corporation disputes any of the amounts set forth on the Preliminary Cash Amount Statement (the “Preliminary Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (v) Subject to the terms set forth in Section 6.7, in connection with New News Corporation’s review of the Preliminary Cash Amount Statement, New News Corporation and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Remainco or its representatives in connection with its preparation of the Preliminary Cash Amount Statement and to finance personnel of Remainco and any other information that New News Corporation or its representatives reasonably requests, and Remainco shall cooperate with New News Corporation and its representatives in connection therewith. (vi) In the event that New News Corporation shall deliver a Preliminary Cash Amount Dispute Notice to Remainco, New News Corporation and Remainco shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Cash Amount shall be made in accordance with the written agreement of New News Corporation and Remainco. Subject to the terms set forth in Section 6.7, in connection with Remainco’s review of the Preliminary Cash Amount Dispute Notice, Remainco and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by New News Corporation or its representatives in connection with New News Corporation’s preparation of the Preliminary Cash Amount Dispute Notice and to finance personnel of New News Corporation and any other information that Remainco or its representatives reasonably requests, and New News Corporation shall cooperate with Remainco and its representatives in connection therewith. If New News Corporation and Remainco are unable to resolve any such dispute within ten (10) Business Days (or such longer period as New News Corporation and Remainco shall mutually agree in writing) of New News Corporation’s delivery of such Preliminary Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Preliminary Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.03 shall be shared equally by Remainco and New News Corporation. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than September 26, 2013. The Preliminary Cash Amount, (i) if no Preliminary Cash Amount Dispute Notice has been timely delivered by New News Corporation in accordance with Section 2.03(a)(iv), as originally submitted by Remainco, or (ii) if a Preliminary Cash Amount Dispute Notice has been timely delivered by New News Corporation, as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.03(a), shall be deemed to be the “Final Cash Amount.”

Cash Adjustment. (a) The Parties agree and acknowledge that, on the Closing Date, (i) One day prior ▇▇▇▇▇ Freight has purchased the Redeemed Shares from ▇▇▇ ▇▇▇▇▇ and the LLCs have distributed to the Distribution Daterespective members of each LLC (the “Cash Sweep”) an aggregate amount in cash equal to $[*] (the “Cash Sweep Amount”), Remainco shall prepare and deliver, or cause to be prepared and delivered, to New News Corporation a statement reflecting a which Cash Sweep Amount is an amount no greater than the product of (x) [*]% multiplied by (y) Sellers’ good faith estimate of the amount of Effective Time Net Cash Equivalents to be on (for the unaudited balance sheet avoidance of New News Corporation as of doubt, including the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)Regions CD), (the “Estimated Cash Amount”), including supporting account information and the amount of the related Cash Contribution (the “Estimated Cash Amount Statement”). (ii) On or prior to August 15, 2013, Remainco shall prepare ▇▇▇▇▇ Freight has retained the Regions CD and deliver, or cause to be prepared and delivered, to New News Corporation a statement reflecting the amount of Cash Equivalents on the unaudited balance sheet of the New News Corporation Group as of the close of business on the Distribution Date (giving effect has not included any amounts with respect to the Distribution and reflecting Regions CD in the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)) (the “Preliminary Cash Sweep Amount” and, together with the Estimated Cash Amount, the “Cash Amounts”), including supporting account information and the amount of the related Cash Contribution (the “Preliminary Cash Amount Statement”). (iiib) Subject to Within 120 days after the terms set forth in Section 6.7Closing Date, in connection with the preparation of the Preliminary Cash Amount Statement, Remainco shall have reasonable access, during normal business hours Buyer and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of New News Corporation Group that Remainco or its representatives reasonably request, and New News Corporation shall, and shall cause the members of the New News Corporation Group and their respective representatives and employees to, cooperate with Remainco and its representatives in connection therewith. (iv) New News Corporation shall have ten (10) Business Days following receipt of the Preliminary Cash Amount Statement to review such statement and to notify Remainco, in writing, if New News Corporation disputes any of the amounts set forth on the Preliminary Cash Amount Statement (the “Preliminary Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (v) Subject to the terms set forth in Section 6.7, in connection with New News Corporation’s review of the Preliminary Cash Amount Statement, New News Corporation and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Remainco or its representatives in connection with its preparation of the Preliminary Cash Amount Statement and to finance personnel of Remainco and any other information that New News Corporation or its representatives reasonably requests, and Remainco shall cooperate with New News Corporation and its representatives in connection therewith. (vi) In the event that New News Corporation shall deliver a Preliminary Cash Amount Dispute Notice to Remainco, New News Corporation and Remainco Seller Representative shall cooperate in good faith to attempt to agree upon the amount of Effective Time Net Cash (and all discussions related thereto shall, unless otherwise agreed in writing by Buyer and Seller Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If Buyer and Seller Representative are unable to agree upon the amount of Effective Time Net Cash within such 120 day period, then Buyer and Seller Representative will retain Lattimore, Black, ▇▇▇▇▇▇ and ▇▇▇▇, P.C. (the “Cash Auditor”) to resolve such the dispute regarding the amount of Effective Time Net Cash. In connection with the retention of the Cash Auditor, Buyer and Seller Representative shall each be required to submit to the Cash Auditor their respective estimates of the amount of Effective Time Net Cash, together with reasonable supporting documentation. Buyer and Seller Representative shall instruct the Cash Auditor to [*] Please refer to footnote 1 on page 1 of this Exhibit 2.3 resolve the dispute as promptly soon as practicable andpracticable, and in any event within 30 days following the submission of the dispute to the Cash Auditor, and Buyer, Sellers, Seller Representative and their respective agents and representatives shall cooperate with the Cash Auditor during its engagement. In resolving the dispute regarding the amount of Effective Time Net Cash, the Cash Auditor may not assign a value to any particular line item greater than the highest value for such item claimed by either Buyer or Seller Representative or less than the lowest value for such item claimed by either Buyer or Seller Representative. The Cash Auditor’s determination shall be based solely on the written submissions by Buyer and Seller Representative (i.e., not on an independent review) and the definitions and other terms included herein. In resolving the amount of Effective Time Net Cash, Buyer, Sellers and Seller Representative will not engage in discovery and no arbitration hearing will be held. The fees and expenses of the Cash Auditor shall be borne 50% by Buyer and 50% by Sellers. Upon the agreement of Buyer and Seller Representative of the amount of Effective Time Net Cash (or, in the event that Buyer and Seller Representative submit a dispute regarding the amount of Effective Time Net Cash to the Cash Auditor, upon such resolutionthe Cash Auditor’s determination thereof), if any, any adjustments the amount (whether positive or negative) equal to (x) the Preliminary amount of Effective Time Net Cash minus (y) the Cash Sweep Amount shall be made in accordance with the written agreement “Cash Adjustment Amount,” and the absolute value of New News Corporation and Remainco. Subject the Cash Adjustment Amount is hereinafter referred to as the “Adjustment Payment”. (c) If the Cash Adjustment Amount is a positive number, then Buyer shall (or shall cause the Companies to), within five Business Days following the determination of the Cash Adjustment Amount, deliver to Seller Representative the Adjustment Payment by wire transfer of immediately available funds to the terms set forth in Section 6.7account or accounts designated by Seller Representative. (d) If the Cash Adjustment Amount is a negative number, in connection with Remainco’s review then Sellers shall, on a joint and several basis, within five Business Days following the determination of the Preliminary Cash Amount Dispute NoticeAdjustment Amount, Remainco and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, deliver to all relevant work papers, schedules, memoranda and other documents prepared Buyer the Adjustment Payment by New News Corporation or its representatives in connection with New News Corporation’s preparation wire transfer of the Preliminary Cash Amount Dispute Notice and to finance personnel of New News Corporation and any other information that Remainco or its representatives reasonably requests, and New News Corporation shall cooperate with Remainco and its representatives in connection therewith. If New News Corporation and Remainco are unable to resolve any such dispute within ten (10) Business Days (or such longer period as New News Corporation and Remainco shall mutually agree in writing) of New News Corporation’s delivery of such Preliminary Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard immediately available funds to the matters referenced in the Preliminary Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.03 shall be shared equally account designated by Remainco and New News Corporation. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than September 26, 2013. The Preliminary Cash Amount, (i) if no Preliminary Cash Amount Dispute Notice has been timely delivered by New News Corporation in accordance with Section 2.03(a)(iv), as originally submitted by Remainco, or (ii) if a Preliminary Cash Amount Dispute Notice has been timely delivered by New News Corporation, as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.03(a), shall be deemed to be the “Final Cash AmountBuyer.”

Cash Adjustment. (ia) One day The Parties agree and acknowledge that, on or prior to the Distribution Closing Date, Remainco shall prepare and deliverthe Companies have distributed to Sellers (the “Cash Sweep”) an aggregate amount in cash equal to $[*] (the “Cash Sweep Amount”), or cause which Cash Sweep Amount is equal to be prepared and delivered, to New News Corporation a statement reflecting a the product of (x) [*]% multiplied by (y) Sellers’ good faith estimate of the amount of Cash Equivalents to be on the unaudited balance sheet of New News Corporation as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)), (the “Estimated Cash Amount”), including supporting account information and the amount of the related Cash Contribution (the “Estimated Cash Amount Statement”)Effective Time Net Cash. (iib) On or prior to August 15Within 90 days after the Closing Date, 2013, Remainco the Seller Representative shall prepare and deliverdeliver to Buyer a reasonably detailed statement setting forth the Seller Representative’s calculation of Effective Time Net Cash, or cause which shall be accompanied by reasonable supporting details and work papers. The Seller Representative and its representatives shall be given prompt and reasonable access to be prepared and delivered, to New News Corporation a statement reflecting the amount of Cash Equivalents on the unaudited balance sheet all of the New News Corporation Group as Companies’ and their accountants’ books and records (including working papers, schedules and calculations) reasonably related to the Seller Representative’s calculation of the close Effective Time Net Cash. The Seller Representative and its representatives may make inquiry of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)) (the “Preliminary Cash Amount” and, together with the Estimated Cash AmountBuyer, the “Cash Amounts”), including supporting account information Companies and their representatives regarding the amount calculation of the related Cash Contribution (the “Preliminary Cash Amount Statement”). (iii) Subject to the terms set forth in Section 6.7, in connection with the preparation of the Preliminary Cash Amount Statement, Remainco shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of New News Corporation Group that Remainco or its representatives reasonably requestEffective Time Net Cash, and New News Corporation shall, Buyer shall and shall cause the members of the New News Corporation Group Companies to cooperate and their respective representatives promptly respond to such inquiries. Buyer and employees to, cooperate with Remainco and its representatives in connection therewith. (iv) New News Corporation shall have ten (10) Business Days following receipt of the Preliminary Cash Amount Statement to review such statement and to notify Remainco, in writing, if New News Corporation disputes any of the amounts set forth on the Preliminary Cash Amount Statement (the “Preliminary Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (v) Subject to the terms set forth in Section 6.7, in connection with New News Corporation’s review of the Preliminary Cash Amount Statement, New News Corporation and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Remainco or its representatives in connection with its preparation of the Preliminary Cash Amount Statement and to finance personnel of Remainco and any other information that New News Corporation or its representatives reasonably requests, and Remainco shall cooperate with New News Corporation and its representatives in connection therewith. (vi) In the event that New News Corporation shall deliver a Preliminary Cash Amount Dispute Notice to Remainco, New News Corporation and Remainco Seller Representative shall cooperate in good faith to resolve such dispute as promptly as practicable andattempt to agree upon the amount of Effective Time Net Cash (and all discussions related thereto shall, upon such resolutionunless otherwise agreed in writing by Buyer and Seller Representative, if any, any adjustments to the Preliminary Cash Amount shall be made in accordance with the written agreement of New News Corporation and Remainco. Subject to the terms set forth in Section 6.7, in connection with Remainco’s review governed by Rule 408 of the Preliminary Cash Amount Dispute Notice, Remainco and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by New News Corporation or its representatives in connection with New News Corporation’s preparation Federal Rules of the Preliminary Cash Amount Dispute Notice and to finance personnel of New News Corporation Evidence (and any other information that Remainco or its representatives reasonably requests, and New News Corporation shall cooperate with Remainco and its representatives in connection therewithapplicable similar state rule)). If New News Corporation Buyer and Remainco Seller Representative are unable to resolve any such dispute agree upon the amount of Effective Time Net Cash within ten (10) Business Days (or such longer the 30 day period as New News Corporation and Remainco shall mutually agree in writing) of New News Corporationfollowing the Seller Representative’s delivery of such Preliminary statement, then Buyer and Seller Representative will retain an independent, nationally recognized accounting firm mutually agreed upon by Buyer and Seller Representative (or, if Buyer and Seller Representative do not agree with five days following such 30 day period, BDO USA, LLP) (the “Cash Amount Dispute NoticeAuditor”) to resolve the dispute regarding the amount of Effective Time Net Cash. In connection with the [*] Please refer to footnote 1 on page 1 of this Exhibit 2.5 retention of the Cash Auditor, such dispute Buyer and Seller Representative shall each be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard required to submit to the matters referenced in the Preliminary Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement Auditor their respective estimates of the Independent Accounting Firm in respect amount of its services pursuant Effective Time Net Cash, together with reasonable supporting documentation. Buyer and Seller Representative shall instruct the Cash Auditor to this Section 2.03 shall be shared equally by Remainco and New News Corporation. The Independent Accounting Firm shall be instructed to complete resolve the performance of its services dispute as promptly soon as practicable, but and in any eventevent within 30 days following the submission of the dispute to the Cash Auditor, no later and Buyer, Sellers, Seller Representative and their respective agents and representatives shall cooperate with the Cash Auditor during its engagement. In resolving the dispute regarding the amount of Effective Time Net Cash, the Cash Auditor may not assign a value to any particular line item greater than September 26, 2013the highest value for such item claimed by either Buyer or Seller Representative or less than the lowest value for such item claimed by either Buyer or Seller Representative. The Preliminary Cash AmountAuditor’s determination shall be based solely on the written submissions by Buyer and Seller Representative (i.e., not on an independent review) and the definitions and other terms included herein. In resolving the amount of Effective Time Net Cash, Buyer, Sellers and Seller Representative will not engage in discovery and no arbitration hearing will be held. The fees and expenses of the Cash Auditor shall be borne 50% by Buyer and 50% by Sellers. Upon the agreement of Buyer and Seller Representative upon the amount of Effective Time Net Cash (i) if no Preliminary or, in the event that Buyer and Seller Representative submit a dispute regarding the amount of Effective Time Net Cash Amount Dispute Notice has been timely delivered by New News Corporation in accordance with Section 2.03(a)(ivto the Cash Auditor, upon the Cash Auditor’s determination thereof), as originally submitted by Remainco, the amount (whether positive or negative) equal to (iix) if a Preliminary the amount of Effective Time Net Cash minus (y) the Cash Sweep Amount Dispute Notice has been timely delivered by New News Corporation, as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.03(a), shall be deemed to be the “Final Cash Adjustment Amount,” and the absolute value of the Cash Adjustment Amount is hereinafter referred to as the “Adjustment Payment”.” (c) If the Cash Adjustment Amount is a positive number, then Buyer shall (or shall cause the Companies to), within five Business Days following the determination of the Cash Adjustment Amount, deliver to Seller Representative (for distribution to Sellers) the Adjustment Payment by wire transfer of immediately available funds to the account or accounts designated by Seller Representative. (d) If the Cash Adjustment Amount is a negative number, then Sellers shall, on a joint and several basis, within five Business Days following the determination of the Cash Adjustment Amount, deliver to Buyer the Adjustment Payment by wire transfer of immediately available funds to the account designated by Buyer. (e) The parties agree the Seller Representative and any of the Sellers and their Affiliates may engage ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLC and Bass, ▇▇▇▇▇ & ▇▇▇▇, PLC and their respective Affiliates to advise or represent them in connection with the determination of the Effective Time Net Cash addressed by this Section 2.3.

Cash Adjustment. As soon as practicable but in no event later than thirty (30) days after the Effective Time, Parent shall deliver to the Securityholders’ Representative a statement (the “Cash Statement”) of the Closing Cash as of the Adjustment Time based on the actual Cash and Cash Equivalent account balances as of the Adjustment Time of the Company and each of its Subsidiaries (the “Final Closing Cash Amount”) reflected on the Company’s and it Subsidiaries’ account statements, which shall be made available to the Securityholders’ Representative. The terms of Section 2.09(f) shall apply mutatis mutandis, provided, that for such purpose, references therein to (i) One day prior to Working Capital Statement shall mean Cash Statement and (ii) Final Working Capital shall mean Final Closing Cash Amount. If the Distribution DateFinal Closing Cash Amount is less than the Closing Cash, Remainco shall prepare and deliver, or cause to then the Aggregate Company Share Consideration will be prepared and delivered, to New News Corporation a statement reflecting a good faith estimate of adjusted downward by the amount of Cash Equivalents to be on the unaudited balance sheet of New News Corporation as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness pursuant to Section 2.02(e)), such shortfall (the “Estimated Downward Cash Adjustment Amount”), including supporting account information and such amount to be paid by the Securityholders’ Representative within two (2) Business Days after the Final Closing Cash Amount is finally determined to Parent out of the Securityholders’ Representative Reserve. To the extent the Downward Cash Adjustment Amount exceeds the Securityholders’ Representative Reserve, such excess shall be paid to Parent out of the Escrow Funds. If the Final Closing Cash Amount is greater than the Closing Cash, then the Aggregate Company Share Consideration will be adjusted upward by the amount of the related Cash Contribution such excess (the “Estimated Upward Cash Adjustment Amount”) and Parent shall pay to the Securityholders’ Representative, on behalf of the Securityholders, by wire transfer of immediately available funds, to an account designated by the Securityholders’ Representative, an amount in cash equal to the Upward Cash Adjustment Amount. The Upward Cash Adjustment Amount shall be paid by Parent to the Securityholders’ Representative, on behalf of the Securityholders, within two (2) Business Days after the Final Closing Cash Amount Statement”). is finally determined to Securityholders’ Representative, and the Securityholders’ Representative shall pay a proportionate amount to each of the holders of Company Common Shares (ii) On or prior to August 15, 2013, Remainco shall prepare and deliver, or cause other than any holder of Company Common Shares to be prepared and delivered, to New News Corporation a statement reflecting the amount of Cash Equivalents on the unaudited balance sheet of the New News Corporation Group as of the close of business on the Distribution Date (giving effect to the Distribution and reflecting the settlement of Inter-Group Indebtedness canceled pursuant to Section 2.02(e)2.06(c) (the “Preliminary Cash Amount” and, together with the Estimated Cash Amount, the “Cash Amounts”), including supporting account information and the amount of the related Cash Contribution (the “Preliminary Cash Amount Statement”). (iiiDissenting Company Shares) Subject to the terms set forth in Section 6.7, in connection with the preparation of the Preliminary Cash Amount Statement, Remainco shall have reasonable access, during normal business hours and upon reasonable notice, to the books and records, the financial systems and finance personnel and any other information of the members of New News Corporation Group that Remainco or its representatives reasonably request, and New News Corporation shall, and shall cause the members of the New News Corporation Group and their respective representatives and employees to, cooperate with Remainco and its representatives in connection therewith. (iv) New News Corporation shall have ten (10) Business Days following receipt of the Preliminary Cash Amount Statement to review such statement and to notify Remainco, in writing, if New News Corporation disputes any of the amounts set forth on the Preliminary Cash Amount Statement (the “Preliminary Cash Amount Dispute Notice”), specifying the reasons therefor in reasonable detail. (v) Subject to the terms set forth in Section 6.7, in connection with New News Corporation’s review of the Preliminary Cash Amount Statement, New News Corporation and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Remainco or its representatives in connection with its preparation of the Preliminary Cash Amount Statement and to finance personnel of Remainco and any other information that New News Corporation or its representatives reasonably requests, and Remainco shall cooperate with New News Corporation and its representatives in connection therewith. (vi) In the event that New News Corporation shall deliver a Preliminary Cash Amount Dispute Notice to Remainco, New News Corporation and Remainco shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Cash Amount shall be made in accordance with the written agreement of New News Corporation and Remainco. Subject to the terms set forth in Section 6.7, in connection with Remainco’s review of the Preliminary Cash Amount Dispute Notice, Remainco and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by New News Corporation or its representatives in connection with New News Corporation’s preparation of the Preliminary Cash Amount Dispute Notice and to finance personnel of New News Corporation and any other information that Remainco or its representatives reasonably requests, and New News Corporation shall cooperate with Remainco and its representatives in connection therewith. If New News Corporation and Remainco are unable to resolve any such dispute within ten (10) Business Days (or such longer period as New News Corporation and Remainco shall mutually agree in writing) of New News Corporation’s delivery of such Preliminary Cash Amount Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Preliminary Cash Amount Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.03 shall be shared equally by Remainco and New News Corporation. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than September 26, 2013. The Preliminary Cash Amount, (i) if no Preliminary Cash Amount Dispute Notice has been timely delivered by New News Corporation in accordance with Section 2.03(a)(iv), as originally submitted by Remainco, or (ii) if a Preliminary Cash Amount Dispute Notice has been timely delivered by New News Corporation, as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.03(a), shall be deemed to be the “Final Cash AmountAgreement.”