Common use of Determination of Adjustments Clause in Contracts

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.3.1. Not later than a date Seller reasonably believes is at least 10 15 Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are have been calculated as of the Closing Date Time (or as of any other date and time agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Buyer will have 10 Business Days following receipt of the Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements of Buyer with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five 10 Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing DateDate or if Buyer fails to provide a notice of disagreement with Seller's estimates of such adjustments within the requisite time provided, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 3.3.2. Within 90 days after the ClosingClosing Date, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly ) certified by Seller, Seller showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Time and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which that Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 3.3.3. Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer timely makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report, and payment of the amount not in dispute will be made by the responsible party by wire transfer of immediately available funds within three Business Days after such agreement. Any disputed amounts will be determined by a national accounting firm agreed to by Buyer and Seller which has not provided services to Buyer, Seller or their respective Affiliates in the prior 12 months, which firm will be obligated to determine such amounts within 120 90 days after the Closing Date by dispute is submitted to it, and the accounting firm determination of Price Waterhouse, whose determination which will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The responsible party will make the payment required after such determination will be made by the responsible party of all disputed amounts by wire transfer of immediately available funds to the other party within three Business Days after the final determinationdetermination of all disputed items.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at a. At least 10 Business Days five (5) business days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, ) showing in detail the preliminary determination of the above-enumerated adjustments referred to in SECTION 3.2the Base Purchase Price, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments ReportDate. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of NRTC billing cycle preceding the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth shown in the Preliminary Adjustments ReportReport will be reconciled either forward or backward, as the case may be, from the most recent NRTC billing cycle. 3.3.2 b. Within 90 60 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Upon not less than 48 hours' notice, Buyer will provide give Seller with and its representatives full access at reasonable access times to all the premises and books and records of the Business and to all the Assets which are under the control of Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments ReportReport or as necessary to comply with any law, regulation, other governmental requirement or any other reasonable business purpose. Buyer agrees it, its officers and employees will cooperate with and assist Seller in its reasonable requests for information. 3.3.3 c. Within 30 days after receipt of the Final Adjustments Adjustment Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objectionobjections, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts undisputed amount will be determined paid by Buyer to Seller, or paid by Seller to Buyer, whichever the case may be, within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party or within three Business Days (3) business days after agreement on the final determination.undisputed portion of the Final Adjustments Report, if

Determination of Adjustments. Preliminary and final adjustments ---------------------------- to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final ---------------------------- adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments ---------------------------- to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date1.4.1. Before Closing, Seller Stockholders will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by SellerStockholders, showing in detail the preliminary determination of the any adjustments referred to in SECTION 3.2, which are calculated as of the Closing Balance Sheet Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribersSubscribers, a detailed calculation of the number of Equivalent Basic Subscribers EBS and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging an unaudited balance sheet as of the Closing Balance Sheet Date certified by the Company prepared in accordance with GAAP indicating, inter alia, all Liabilities as of the Balance Sheet Date). Seller Stockholders also will furnish to Buyer its billing report for a bring down letter stating that the most current period Company has not incurred any additional liabilities or modified in any material respect the Balance Sheet as of the Closing Balance Sheet Date, other than in the ordinary course of Business. Following receipt of such The net adjustment shown in the Preliminary Adjustments Report and supporting information, Buyer will have five Business Days be reflected as an adjustment to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid payable at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments ReportClosing. 3.3.2 1.4.2. Within 90 days after the Closing, Seller Stockholders will deliver to Buyer (i) a balance sheet as of September 30, 1996 audited by KPMG or any other internationally well known auditors firm prepared in accordance with GAAP indicating, inter alia, all Liabilities as of September 30, 1996, and (ii) a report (the "Final Adjustments Report"), similarly certified by SellerStockholders, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date September 30, 1996 and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller Stockholders with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare preparing the Final Adjustments Report. 3.3.3 1.4.3. Within 30 days after receipt of the Final Adjustments ReportReport and of the balance sheet referred to in 1.4.2, Buyer will give Seller Stockholders written notice of Buyer's objections, if any, to the Final Adjustments ReportReport and with respect to Liabilities indicated in said balance sheet. If Buyer makes any such objection, the parties par ties will agree on the amount, if any, which is not in dispute within 30 days after Seller's Stockholders' receipt of Buyer's notice of objections to the Final Adjustments Report and with respect to Liabilities indicated in said balance sheet. The undisputed amount will be paid by the Stockholders within ninety (90) days after the Final Adjustments Report. Should the Final Adjustments Report show undisputed amount in favor of the Stockholders, Buyer shall pay said amount within ninety (90) days after the Final Adjustments Report. Any disputed amounts will be determined within 120 210 days after the Closing Date by the a mutually agreed accounting firm of Price Waterhouse, whose determination will be conclusive. Seller All Liabilities will be paid by the Stockholders to third parties upon receiving a judicial claim in this sense. Stockholders and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after determination unless the determination of such determination firm results in a net decrease in the Base Purchase Price of more than 10% thereof, in which case the fees and expenses payable to such firm will be made paid by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determinationStockholders.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will shall have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five Business Day period, Buyer and Seller will shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to on the Closing Date, estimated amount of the estimate of such adjustments set forth in the Preliminary Adjustments Report.Report prior to the Closing Date or if Buyer fails to provide a notice of disagreement with Seller's estimates of such adjustments 3.3.2 Within 90 30 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Such undisputed amounted will be paid to the applicable party within 10 days after such agreement. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price WaterhouseKPMG Peat Marwick, whose determination will be conclusive. The amount determined by KPMG Peat Marwick will be paid to the applicable party within 10 days after such determination. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.3.1. Not later than a date Seller reasonably believes is at least 10 five (5) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments ReportPRELIMINARY ADJUSTMENTS REPORT"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting informationschedule, Buyer will shall have five three Business Days to review such Preliminary Adjustments Report schedule and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five three Business Day period, Buyer and Seller will shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no Buyer fails to provide a notice of disagreement is with Seller's estimates of such adjustments within the time provided, or if such notice is provided but ) the parties do not reach such an agreement prior to the Closing Date, the estimate estimates of such adjustments set forth in the Preliminary Adjustments ReportReport shall be the basis for determining the Base Purchase Price. 3.3.2 3.3.2. Within 90 60 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments ReportFINAL ADJUSTMENTS REPORT"), similarly certified as to completeness and accuracy by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 3.3.3. Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will endeavor to agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amounts resulting in a net payment to Buyer will serve as an adjustment to the Holdback. Any undisputed amounts resulting in a net payment to Seller will be paid to Seller within three Business Days. Any disputed amounts will be determined within 120 days after the Closing Date by the an independent accounting firm of Price Waterhouse, acceptable to both parties whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments ---------------------------- to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.or

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.3.1. Not later than a date Seller reasonably believes is at least 10 five Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the good faith preliminary determination of the adjustments referred to in SECTION Section 3.2, which are have been calculated as of the Closing Date Time (or as of any other date and time agreed by the parties) and any appropriate documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Buyer will have three Business Days following receipt of the Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements of Buyer with Seller's estimates. If Buyer provides a notice of disagreement (the "Disagreement Notice") with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five three Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer and Seller or Seller, (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing DateDate and the amount in dispute is less than or equal to $1,000,000 or if Buyer fails to provide a notice of disagreement with Seller's estimates of such adjustments within the requisite time provided, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report or (c) if the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing Date and the amount in dispute is greater than $1,000,000 the estimates of such adjustments set forth in the Preliminary Adjustments Report less (i) an amount equal to the excess (if any) of (A) the Purchase Price based on the adjustments proposed by Seller set forth in the Preliminary Adjustments Report, over (B) the Purchase Price based on Buyer's estimate of such adjustments set forth in the Disagreement Notice or (ii) 14 21 $1,750,000 whichever is less (the "Escrow Amount"). If the Purchase Price to be paid at Closing is determined under (c) above, Buyer will deposit the Escrow Amount into an escrow account (which will be held by Chase Manhattan Bank or other escrow agent which is mutually acceptable to Buyer and Seller (the "Escrow Agent") and governed by an escrow agreement substantially in the form of EXHIBIT B). 3.3.2 3.3.2. Within 90 days after the ClosingClosing Date, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, ) showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Time and containing any corrections to the Preliminary Adjustments Report, together with any appropriate documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which that Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 3.3.3. Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer timely makes any such objection, the parties will agree on the amountany items, if any, which is are not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price WaterhouseDeloitte & Touche, whose which will be obligated to determine such amounts within 90 days after the dispute is submitted to it, and the determination of which will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after If the Purchase Price, as finally determined, exceeds the estimated Purchase Price actually paid to Seller at the Closing (such determination excess, the "Underpayment") and Buyer made a deposit into escrow pursuant to Section 3.3.1, then Buyer and Seller will instruct the Escrow Agent to release to Seller the amount of the Underpayment, and to release to Buyer any remaining funds in the escrow account. If either (i) the amounts released to Seller from the escrow account are less than the amount of the Underpayment or (ii) no deposit to the escrow account was made pursuant to Section 3.3.1, Buyer will pay to Seller an amount equal to the Underpayment minus the amount, if any, released to Seller from the escrow account. If the estimated Purchase Price paid at the Closing exceeds the Purchase Price, as finally determined, then Buyer and Seller will instruct the Escrow Agent to release all funds, if any, in the escrow account to Buyer and Seller will pay to Buyer an amount equal to the excess of the Purchase Price, as finally determined, over the estimated Purchase Price paid at the Closing. Any such payments will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determinationdetermination of all disputed items.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller Sellers reasonably believes believe is at least 10 Business Days prior to the expected Closing Date, Seller Sellers will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by each Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.1 and Section 3.2, which are calculated as of the Closing Date Adjustment Time (or as of any other date time agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by each Seller and deposits made by each Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing DateAdjustment Time). Each Seller also will furnish to Buyer its billing report for the most current period as of the Closing DateAdjustment Time. Following receipt of such Preliminary Adjustments Report and supporting informationinformation as Buyer shall reasonably request, Buyer will shall have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller Sellers of any disagreements with Seller's Sellers' estimates. If Buyer provides a notice of disagreement with Seller's Sellers' estimates of the adjustments referred to in SECTION Section 3.1 or Section 3.2 within such five Business Day period, Buyer and Seller will Sellers shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateAdjustment Time. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller Sellers (or (b) if no Buyer fails to provide a notice of disagreement is with Sellers' estimates of such adjustments within the time provided, or if such notice is provided but ) the parties do not reach such an agreement prior to the Closing Date, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report initially delivered by Sellers to Buyer shall be the basis for determining the adjusted Purchase Price which shall be paid to Sellers at Closing (the "Base Purchase Price"). Any disagreements that may exist with respect to the Preliminary Adjustments Report, if any, shall be resolved in connection with the preparation of the Final Adjustments Report pursuant to Sections 3.3.2 and 3.3.3. 3.3.2 Within 90 60 days after the Closing, Seller Sellers will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by each Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Adjustment Time and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments ReportReport or reasonably requested by Buyer. Buyer will provide Seller Sellers with reasonable access to all records which Buyer has in its possession and which are necessary for Seller Sellers to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller Sellers written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's Sellers' receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amount shall be payable within three Business Days after agreement on the undisputed portion of the Final Adjustments Report. Any amounts which remain disputed amounts will after such 30 day period may be determined within 120 days after submitted by Sellers, on the Closing Date one hand, or Buyer, on the other hand, by written notice to the other party, to a mutually acceptable Big Six accounting firm, as that term is currently understood in the accounting firm of Price Waterhouseindustry, whose determination will be conclusiveconclusive and binding on the parties and shall be made as soon as practicable after the date of submission. Seller Sellers and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 five Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "“Preliminary Adjustments Report"”), certified as to completeness and accuracy by Seller, showing in reasonable detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated estimated to be as of the Closing Date Adjustment Time (or as of any other date and time agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five three Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's ’s estimates. If Buyer provides a notice of disagreement with Seller's Xxxxxx’s estimates of the adjustments referred to in SECTION Section 3.2 within such five three Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateAdjustment Time. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer Xxxxx and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the ClosingClosing Date, Seller Buyer will deliver to Buyer Seller a report (the "“Final Adjustments Report"”), similarly certified as above by SellerBuyer, showing in reasonable detail the final determination of all adjustments calculated as of the Adjustment Time which were not calculated as of the Closing Date Adjustment Time for the Preliminary Adjustments Report and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer Seller will provide Seller Buyer with reasonable access to all records which Buyer that Seller has in its possession and which are necessary for Seller Buyer to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer Seller will give Seller Buyer written notice of Buyer's Seller’s objections, if any, to the Final Adjustments Report. If Buyer Seller makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's Xxxxx’s receipt of Buyer's Seller’s notice of objections to the Final Adjustments ReportReport and payment of the amount not in dispute will be made by the responsible party by wire transfer of immediately available funds within three Business Days after such agreement. Any disputed amounts will be determined within 120 days after the Closing Date by the a major accounting firm of Price Waterhousewith substantial cable television audit experience and who is acceptable to both Buyer and Seller, whose determination will be conclusiveconclusive and binding on the parties. Seller and Buyer Xxxxx will bear equally the fees and expenses payable to such firm the selected auditor in connection with such determination. The responsible party will make the payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at At least 10 three (3) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed to by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Also included in the Preliminary Adjustments Report will be a calculation of actual capital expenditures in cash through the Closing Date on a category by category basis per Schedule 7.2.1 as compared to the cumulative monthly budgets for capital expenditures as set forth in Schedule 7.2. 1. Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such The net adjustment shown in the Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach be reflected as an agreement prior adjustment to the Closing Date on such estimated adjustments as portion of the Closing Date. The basis for determining the Base Purchase Price to be paid payable at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Reportpursuant to Section 3.1.1. 3.3.2 Within 90 sixty (60) days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 thirty (30) days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 thirty (30) days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the portion of the Base Purchase Price payable under Section 3.1.1. The adjustment of the Base Purchase Price payable under Section 3.1.1, as so adjusted (but excluding any amounts disputed), will be paid by Buyer to Seller, or paid by Seller to Buyer, whichever the case may be, within ninety (90) days after the Closing Date or within three (3) Business Days after agreement on the undisputed portion of the Final Adjustments Report, if later. Any disputed amounts will be determined within 120 one hundred twenty (120) days after the Closing Date by the accounting firm of Price WaterhouseArthxx Xxxexxxx, XXP, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determinationdetermination in reverse proportion to the manner in which the disputed amounts are allocated by the accountants. The payment required after such determination of all disputed amounts (the "Dispute Adjustment Amount") will be made by the responsible party (the "Responsible Party") by wire transfer of immediately available funds to the other party (the "Claiming Party") within three (3) Business Days after the final determinationdetermination (the "Final Determination").

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at At least 10 three (3) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed to by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Also included in the Preliminary Adjustments Report will be a calculation of actual capital expenditures in cash through the Closing Date on a category by category basis per SCHEDULE 7.2.1 as compared to the cumulative monthly budgets for capital expenditures as set forth in SCHEDULE 7. 2.1. Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such The net adjustment shown in the Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach be reflected as an agreement prior adjustment to the Closing Date on such estimated adjustments as portion of the Closing Date. The basis for determining the Base Purchase Price to be paid payable at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Reportpursuant to Section 3.1.1. 3.3.2 Within 90 sixty (60) days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 thirty (30) days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 thirty (30) days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the portion of the Base Purchase Price payable under Section 3.1. 1. The adjustment of the Base Purchase Price payable under Section 3.1.1, as so adjusted (but excluding any amounts disputed), will be paid by Buyer to Seller, or paid by Seller to Buyer, whichever the case may be, within ninety (90) days after the Closing Date or within three (3) Business Days after agreement on the undisputed portion of the Final Adjustments Report, if later. Any disputed amounts will be determined within 120 one hundred twenty (120) days after the Closing Date by the accounting firm of Price WaterhouseXxxxxx Xxxxxxxx, LLP, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determinationdetermination in reverse proportion to the manner in which the disputed amounts are allocated by the accountants. The payment required after such determination of all disputed amounts (the "Dispute Adjustment Amount") will be made by the responsible party (the "Responsible Party") by wire transfer of immediately available funds to the other party (the "Claiming Party") within three (3) Business Days after the final determinationdetermination (the "Final Determination").

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.3.1. Not later than a date Seller reasonably believes is at least 10 five Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the good faith preliminary determination of the adjustments referred to in SECTION Section 3.2, which are have been calculated as of the Closing Date Time (or as of any other date and time agreed by the parties) and any appropriate documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Buyer will have three Business Days following receipt of the Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements of Buyer with Seller's estimates. If Buyer provides a notice of disagreement (the "Disagreement Notice") with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five three Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer and Seller or Seller, (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to on the Closing Date, estimated amount of the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver Report prior to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not amount in dispute within 30 days after Seller's receipt of Buyer's is less than or equal to $1,000,000 or if Buyer fails to provide a notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.of

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at 3.4.1 At least 10 five Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2Section 3.3, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Relevant Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such The net adjustment shown in the Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach be reflected as an agreement prior adjustment to the Closing Date on such estimated adjustments as portion of the Closing Date. The basis for determining the Base Purchase Price to be paid payable at Closing the Closing. The parties agree that adjustments will be (a) reconciled either forward or backward, as the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but case may be from the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Reportmost recent NRTC billing cycle reports. 3.3.2 3.4.2 Within 90 60 days after the Closing, Seller Buyer will deliver to Buyer Seller a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer Seller will provide Seller Buyer with reasonable access to all records which Buyer Seller has in its possession and which are necessary for Seller Buyer to prepare the Final Adjustments Report. 3.3.3 3.4.3 Within 30 days after receipt of the Final Adjustments Report, Buyer Seller will give Seller Buyer written notice of BuyerSeller's objections, if any, to the Final Adjustments Report. If Buyer Seller makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after SellerBuyer's receipt of BuyerSeller's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the portion of the Base Purchase Price payable under Section 3.2. 1. The adjustment of the Base Purchase Price payable under 3.2.1, as so adjusted (but excluding any amounts disputed), will be paid by Buyer to Seller, or paid by Seller to Buyer, whichever the case may be, within 90 days after the Closing Date or within three business days after agreement on the undisputed portion of the Final Adjustments Report, if later. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, Kansas City, Missouri office (or any other accounting firm acceptable to both Buyer and Seller), whose determination (the "Final Determination") will be conclusive. Seller and Buyer will bear equally share the fees and expenses payable to such firm in connection with such determination. The payment required after such determination of all disputed amounts will be made by the responsible party Responsible Party (the "Responsible Party") by wire transfer of immediately available funds to the other party (the "Claiming Party") within three Business Days business days after the final determinationdate on which the Final Determination is issued.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will shall be determined as follows: 3.3.1 Not (a) No later than a date Seller reasonably believes is at least 10 Business Days fifteen (15) days prior to the expected Closing DateClosing, Seller will shall deliver to Buyer a report in a form reasonably satisfactory to Buyer (the "“Preliminary Adjustments Report"”), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2Section 2.5, which are calculated as of the Closing Date (or as of any other date agreed by the parties) Date, and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth net adjustment shown in the Preliminary Adjustments ReportReport shall be reflected as an adjustment to the Purchase Price payable at Closing. 3.3.2 (b) (i) Within 90 sixty (60) days after the Closing, Seller will Buyer shall deliver to Buyer Seller a report (the "“Final Adjustments Report"”), similarly certified as to completeness and accuracy by SellerBuyer, showing in detail the final determination of all adjustments which to the Purchase Price that were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed described in the Final Adjustments Report. Seller shall notify Buyer will provide of any objections that Seller with reasonable access may have to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 Report within twenty-five(25) business days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Seller does not notify Buyer makes in writing of any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments ReportReport prior to the end of such twenty-five (25) business day period, Seller shall be deemed to have approved the Final Adjustments Report for purposes of the adjustment to be made pursuant to this Section 2.6(b). Any disputed amounts will be determined within 120 If Seller notifies Buyer in writing of any objections to the Final Adjustments Report prior to the end of such twenty-five (25) business day period, Buyer and Seller shall attempt to resolve the differences between the parties in good faith for a period of fifteen (15) days after the Closing Date by date of Buyer’s receipt of such notice of objections. If Seller and Buyer resolve such differences within such period, the determination of the parties shall be conclusive and binding on the parties. If any such differences cannot be resolved within such fifteen (15) day period, the disputed items shall be referred promptly to a mutually satisfactory independent certified public accounting firm of Price Waterhousenational reputation which has not been retained by Seller or Buyer during the one (1) year period preceding the date of such referral, whose or other expert as is mutually agreed to by Seller and Buyer, and which has agreed to meet the time deadlines imposed herein. The determination will of such firm with respect to such disputed items shall be conclusivemade within thirty (30) days after the date of its appointment and shall be conclusive and binding on Seller and Buyer. Such firm or expert shall make such determination in accordance with the relevant provisions of this Agreement and shall not award an amount more favorable to Buyer than the corresponding amounts claimed by Buyer on its Final Adjustments Report or more favorable to Seller than the corresponding amounts claimed by Seller in its notice of dispute. Seller and Buyer will bear equally shall each pay one-half of the fees and expenses payable to of such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determinationor expert.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.4.1 Not later than a date Seller reasonably believes is at least 10 ten (10) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments PRELIMINARY ADJUSTMENTS Report"), certified as to completeness and accuracy by the Seller's President (in his or her official but not personal capacity), showing in detail the preliminary determination of the adjustments referred to in SECTION 3.23.3, which are calculated as of the Closing Date Time (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information with relevant aging information relating to the Business (showing sums due and their respective aging as of the Closing DateTime). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting informationschedule, Buyer will shall have five (5) Business Days to review such Preliminary Adjustments Report schedule and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 3.3 within such five (5) Business Day period, Buyer and Seller will shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no Buyer fails to provide a notice of disagreement is with Seller's estimates of such adjustments within the time provided, or if such notice is provided but ) the parties do not reach such an agreement prior to the Closing Date, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report shall be the basis for determining the Base Purchase Price. If the parties are unable to agree upon the appropriate calculations for the Base Purchase Price, the Base Purchase Price shall be determined by an independent accounting firm acceptable to both parties whose determination will be conclusive until the preparation of the Final Adjustments Report; provided, however, any amount in dispute shall be deposited in a mutually acceptable escrow account and Closing shall not be delayed pending resolution of the dispute by the accounting firm. If the parties cannot agree on an acceptable accounting firm within ten (10) days after the parties have determined that a dispute exists the parties agree to use Xxxxxxx Xxxxxx, P.S. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. 3.3.2 3.4.2 Within 90 sixty (60) days after the Closing, Seller Buyer will deliver to Buyer Seller a report (the "Final Adjustments ReportFINAL ADJUSTMENTS REPORT"), similarly certified as to completeness and accuracy by SellerBuyer, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Time and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer Seller will provide Seller Buyer with reasonable access to all records which Buyer Seller has in its possession and which are necessary for Seller Buyer to prepare the Final Adjustments Report. 3.3.3 3.4.3 Within 30 thirty (30) days after receipt of the Final Adjustments Report, Buyer Seller will give Seller Buyer written notice of BuyerSeller's objections, if any, to the Final Adjustments Report. If Buyer Seller makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 thirty (30) days after SellerBuyer's receipt of BuyerSeller's notice of objections to the Final Adjustments ReportReport ("SELLER'S OBJECTION NOTICE"). Any undisputed amounts resulting in a net payment to Buyer will be paid by Seller within three (3) Business Days; provided, however, Buyer may, at Buyer's option, receive funds from the Holdback, to satisfy all or any portion of any obligation of Seller hereunder. Any remaining deficiency in such net payment shall be satisfied by Seller. Any undisputed amounts resulting in a net payment to Seller will be paid to Seller within three (3) Business Days. Any disputed amounts will be determined within 120 days after the Closing Date ten (10) Business Days following Buyer's receipt of Seller's Objection Notice by the an independent accounting firm of Price Waterhouse, acceptable to both parties whose determination will be conclusive. If the parties cannot agree on an acceptable accounting firm within three (3) days after the parties have determined that a dispute exists, the parties agree to use Xxxxxxx Xxxxxx, P.S. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three (3) Business Days after the final determination; provided, however, Buyer may, at Buyer's option, receive funds from the Holdback to satisfy all or any portion of any obligation of Seller hereunder.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.4.1 Not later than a date Seller reasonably believes is at least 10 ten (10) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments ReportPRELIMINARY ADJUSTMENTS REPORT"), certified as to completeness and accuracy by the general partner of Seller or Seller's chief financial officer (in his or her official but not personal capacity), showing in detail the preliminary determination of the adjustments referred to in SECTION 3.23.3, which are calculated as of the Closing Date Time (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information with relevant aging information relating to the Business (showing sums due and their respective aging as of the Closing DateTime). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting informationschedule, Buyer will shall have five (5) Business Days to review such Preliminary Adjustments Report schedule and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 3.3 within such five (5) Business Day period, Buyer and Seller will shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no Buyer fails to provide a notice of disagreement is with Seller's estimates of such adjustments within the time provided, or if such notice is provided but ) the parties do not reach such an agreement prior to the Closing Date, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report shall be the basis for determining the Base Purchase Price. If the parties are unable to agree upon the appropriate calculations for the Base Purchase Price, the Base Purchase Price shall be determined by an independent accounting firm acceptable to both parties whose determination will be conclusive until the preparation of the Final Adjustments Report; provided, however, any amount in dispute shall be deposited in a mutually acceptable escrow account and Closing shall not be delayed pending resolution of the dispute by the accounting firm. If the parties cannot agree on an acceptable accounting firm within ten (10) days after the parties have determined that a dispute exists the parties agree to use Xxxxxxx Xxxxxx, P.S. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. 3.3.2 3.4.2 Within 90 sixty (60) days after the Closing, Seller Buyer will deliver to Buyer Seller a report (the "Final Adjustments ReportFINAL ADJUSTMENTS REPORT"), similarly certified as to completeness and accuracy by SellerBuyer, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Time and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer Seller will provide Seller Buyer with reasonable access to all records which Buyer Seller has in its possession and which are necessary for Seller Buyer to prepare the Final Adjustments Report. 3.3.3 3.4.3 Within 30 thirty (30) days after receipt of the Final Adjustments Report, Buyer Seller will give Seller Buyer written notice of BuyerSeller's objections, if any, to the Final Adjustments Report. If Buyer Seller makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 thirty (30) days after SellerBuyer's receipt of BuyerSeller's notice of objections to the Final Adjustments ReportReport ("SELLER'S OBJECTION NOTICE"). Any undisputed amounts resulting in a net payment to Buyer will be paid by Seller within three (3) Business Days; provided, however, Buyer may, at Buyer's option, receive funds from the Holdback, to satisfy all or any portion of any obligation of Seller hereunder. Any remaining deficiency in such net payment shall be satisfied by Seller. Any undisputed amounts resulting in a net payment to Seller will be paid to Seller within three (3) Business Days. Any disputed amounts will be determined within 120 days after the Closing Date ten (10) Business Days following Buyer's receipt of Seller's Objection Notice by the an independent accounting firm of Price Waterhouse, acceptable to both parties whose determination will be conclusive. If the parties cannot agree on an acceptable accounting firm within three (3) days after the parties have determined that a dispute exists, the parties agree to use Xxxxxxx Xxxxxx, P.S. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three (3) Business Days after the final determination; provided, however, Buyer may, at Buyer's option, receive funds from the Holdback to satisfy all or any portion of any obligation of Seller hereunder.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.4.1. Not later than a date Seller reasonably believes is at least 10 five Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the good faith preliminary determination of the adjustments referred to in SECTION 3.2Section 3.3, which are have been calculated as of the Closing Date Time (or as of any other date and time agreed by the parties) and any appropriate documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Buyer will have three Business Days following receipt of the Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements of Buyer with Seller's estimates. If Buyer provides a notice of disagreement (the "Disagreement Notice") with Seller's estimates of the adjustments referred to in SECTION 3.2 Section 3.3 within such five three Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer and Seller or Seller, (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing DateDate and the amount in dispute is less than or equal to $2,000,000 or if Buyer fails to provide a notice of disagreement with Seller's estimates of such adjustments within the requisite time provided, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after Report or (c) if the Closing, Seller will deliver parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections the amount in dispute is greater than $2,000,000, the estimates of such adjustments set forth in the Preliminary Adjustments Report less (i) an amount equal to the excess (if any) of (A) the Purchase Price based on the adjustments proposed by Seller set forth in the Preliminary Adjustments Report, together with any documents substantiating over (B) the Purchase Price based on Buyer's estimate of such adjustments proposed set forth in the Final Adjustments ReportDisagreement Notice or (ii) $3,250,000, whichever is less (the "Escrow Amount"). Buyer will provide Seller with reasonable access If the Purchase Price to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Reportbe paid at Closing is determined under (c) above, Buyer will give Seller written notice deposit shares of Buyer's objections, if any, Charter Class A Common Stock equal to the Final Adjustments Report. If Buyer makes any such objectionEscrow Amount divided by the Charter Class A Per Share Value, rounded to the parties nearest whole share (the "Escrowed Shares") into an escrow account (which will agree on the amount, if any, be held by Chase Manhattan Bank or other escrow agent which is not mutually acceptable to Buyer and Seller (the "Escrow Agent") and governed by an escrow agreement substantially in dispute within 30 days after Seller's receipt the form of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determinationEXHIBIT B).

Determination of Adjustments. Preliminary The Cash Balance, taking into account the adjustments contemplated by Section 2.4(d) and final adjustments to ---------------------------- the Base Purchase Price (e), will be determined as followsin accordance with the following procedures: 3.3.1 Not (i) Sellers shall prepare and deliver to Buyer not later than three (3) business days before the Closing Date a preliminary settlement statement which shall set forth Sellers' good faith estimate of the adjustment to the Cash Balance under Section 2.4(d) and (e). The preliminary settlement statement shall contain all information reasonably necessary to determine the adjustment to the Cash Balance under Section 2.4(d) and (e), to the extent such adjustment can be determined or estimated as of the date Seller of the preliminary settlement statement, and such other information as may be reasonably believes is at least 10 Business Days requested by Buyer. Buyer and Sellers shall use their good faith efforts to agree upon the adjustments under Section 2.4(d) and (e) prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments ReportClosing. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to Cash Balance payable at Closing shall be increased or by Seller and deposits made by Sellerdecreased, as well as accounts receivable information relating to applicable, based on the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Reportpreliminary settlement statement, except that any adjustments set forth in the preliminary settlement statement to which Buyer objects in good faith shall be deemed omitted from such preliminary settlement statement and shall instead be determined as part of the post-closing adjustments under this Section 2.4(f). 3.3.2 Within 90 (ii) No later than forty-five (45) days after the ClosingClosing Date, Seller will Buyer shall deliver to Sellers a statement setting forth Buyer's determination of the adjustments to the Cash Balance pursuant to this Section 2.4(f). If Sellers dispute Buyer's determination of such adjustments, Sellers shall deliver to Buyer a report within forty-five (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 45) days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's their receipt of Buyer's notice statement a statement setting forth their determination of objections the amount of the adjustments (the "Sellers Statement"). If Sellers notify Buyer of their acceptance of Buyer's statement, or if Sellers fail to deliver the Sellers Statement within the 45-day period specified in the preceding sentence, Buyer's determination of the adjustments shall be conclusive and binding on the parties as of the last day of the 45-day period. (iii) Buyer and Sellers shall use good faith efforts to resolve any dispute involving the determination of the adjustments required by this Section 2.4(f). If the parties are unable to resolve the dispute within fifteen (15) days following the delivery of the Sellers Statement, Buyer and Sellers shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in accounting for television broadcasting stations, within forty-five (45) days following delivery of Sellers Statement, to resolve the dispute. If Sellers and Buyer fail to agree to the Final Adjustments Reportappointment of such certified public accountant within said forty-five (45) day period, either party may submit to the American Arbitration Association for the appointment of such accountant under the commercial arbitration rules of the American Arbitration Association. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any disputed amounts will fees of such accountant shall be split equally between the parties. (iv) If the Cash Balance as finally determined pursuant to this Section 2.4(f) exceeds the Cash Balance paid by Buyer on the Closing Date (the "Estimated Cash Balance"), Buyer shall pay to Sellers, in immediately available funds within 120 five days after the Closing Date by date on which the accounting firm of Price WaterhouseCash Balance is finally determined pursuant to this Section 2.4(f), whose determination will be conclusivethe difference between the Cash Balance as finally determined and the Estimated Cash Balance. Seller and Buyer will bear equally If the fees and expenses payable Cash Balance as finally determined pursuant to such firm this Section 2.4(f) is less than the Estimated Cash Balance, Sellers shall pay to Buyer, in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days five (5) days after the final determinationdate on which the Cash Balance is finally determined pursuant to this Section 2.4(f), the difference between the Cash Balance as finally determined and the Estimated Cash Balance.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at 3.4.1 At least 10 five Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2Section 3.3, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable Accounts Receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of NRTC billing cycle preceding the Closing Date. The basis for determining net adjustment shown in the Preliminary Adjustments Report will be reflected as an adjustment to the portion of the Base Purchase Price to be paid payable at Closing the Closing. The parties agree that adjustments will be (a) reconciled either forward or backward, as the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is providedcase may be, or if such notice is provided but from the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Reportmost recent NRTC billing cycle. 3.3.2 3.4.2 Within 90 60 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Upon not less than 48 hours' notice, Buyer will provide give Seller with and its representatives full access at reasonable access times to all the premises and books and records of the Business and to all the Assets which are under the control of Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments ReportReport or as necessary to comply with any law, regulation, other governmental requirement or any other reasonable business purpose. Buyer agrees it, its officers and employees will cooperate with and assist Seller in its reasonable requests for information. 3.3.3 3.4.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objectionobjections, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the portion of the Base Purchase Price payable under Section 3.2. 1. The adjustment of the Base Purchase Price payable under 3.2.1, as so adjusted (but excluding any amounts disputed), will be paid by Buyer to Seller, or paid by Seller to Buyer, whichever the case may be, within 120 days after the Closing Date or within three Business Days after agreement on the undisputed portion of the Final Adjustments Report, if later. Any disputed amounts will be determined in accordance with this Agreement within 120 180 days after the Closing Date by the accounting firm of Price Waterhouse, Kansas City, Missouri, (or any other accounting firm acceptable to both Buyer and Seller), whose determination (the "Final Determination") will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determinationdetermination in reverse proportion to the manner in which the disputed amounts are allocated by the accountants. The payment required after such determination of all disputed amounts (the "Disputed Adjustment Amount") will be made by the responsible party ("Responsible Party") by wire transfer of immediately available funds to the other party ("Claiming Party") within three Business Days after the final determinationdate on which the Final Determination is issued.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.4.1. Not later than a date Seller reasonably believes is at least 10 five Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the good faith preliminary determination of the adjustments referred to in SECTION 3.2Section 3.3, which are have been calculated as of the Closing Date Time (or as of any other date and time agreed by the parties) and any appropriate documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Buyer will have three Business Days following receipt of the Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements of Buyer with Seller's estimates. If Buyer provides a notice of disagreement (the "Disagreement Notice") with Seller's estimates of the adjustments referred to in SECTION 3.2 Section 3.3 within such five three Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer and Seller or Seller, (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing DateDate and the amount in dispute is less than or equal to $1,350,000 or if Buyer fails to provide a notice of disagreement with Seller's estimates of such adjustments within the requisite time provided, the estimate estimates of such adjustments set forth in the Preliminary Adjustments Report or (c) if the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing Date and the amount in dispute is greater than $1,350,000, the estimates of such adjustments set forth in the Preliminary Adjustments Report less (i) an amount equal to the excess (if any) of (A) the Purchase Price based on the adjustments proposed by Seller set forth in the Preliminary Adjustments Report, over (B) the Purchase Price based on Buyer's estimate of such adjustments set forth in the Disagreement Notice or (ii) $2,250,000, whichever is less (the "Escrow Amount"). If the Purchase Price to be paid at Closing is determined under (c) above, Buyer will deposit shares of Charter Class A Common Stock equal to the Escrow Amount divided by the Charter Class A Per Share Value, rounded to the nearest whole share (the "Escrowed Shares") into an escrow account (which will be held by Chase Manhattan Bank or other escrow agent which is mutually acceptable to Buyer and Seller (the "Escrow Agent") and governed by an escrow agreement substantially in the form of EXHIBIT B). 3.3.2 3.4.2. Within 90 days after the ClosingClosing Date, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, ) showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Time and containing any corrections to the Preliminary Adjustments Report, together with any appropriate documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.access

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 three (3) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the accounts receivable in Section 3.1 and the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by SellerSubscribers, as well as accounts receivable information relating to the Business Accounts Receivable Payment (showing sums amounts due and their respective aging as of the Closing Date), and a schedule setting forth advance payments and deposits made to or by Seller relating to the Systems. Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's The estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments ReportReport shall be the basis for determining the Purchase Price payable pursuant to Section 3.1. 3.3.2 Within 90 45 calendar days after the Closing, Seller Buyer will deliver to Buyer Seller a report (the "Final Adjustments Report"), similarly certified as to completeness and accuracy by SellerBuyer, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare verify the Final Adjustments Report. 3.3.3 Within 30 fifteen (15) days after receipt of the Final Adjustments Report, Buyer Seller will give Seller Buyer written notice of BuyerSeller's objectionsobjection, if any, to the Final Adjustments Report. If Buyer Seller makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 ten (10) days after SellerBuyer's receipt of BuyerSeller's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the Base Purchase Price payable under Section 3.1. The portion of the Base Purchase Price payable under Section 3.1(a), as so adjusted (but excluding any amounts disputed amounts by Buyer), will be determined paid by Buyer or Seller within 120 days three (3) Business Days after agreement on the Closing Date by undisputed portion of the accounting firm of Price Waterhouse, whose determination will be conclusiveFinal Adjustments Report. If Seller and Buyer will bear equally are unable to agree upon the full amount of such adjustment within such ten (10) day period, then the matter shall be submitted to a mutually agreeable nationally recognized independent accounting firm which has not represented Seller, Buyer or any of their respective Affiliates in the past five years, which shall render a written decision to Seller and Buyer within thirty (30) calendar days after it has been retained, which decision shall be final and whose fees shall be paid one-half by Buyer and expenses payable to such firm in connection with such determinationone-half by Seller. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments ----------------------------- to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Selleran authorized officer of Intercable, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive; provided, however, that if at the time of such dispute, Price Waterhouse is the accounting firm for either Seller or Buyer, the parties shall select a different accounting firm of national standing acceptable to both parties to determine the dispute. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments --------------------------- to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.4.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing Date, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Selleran authorized officer of Xxxxx Intercable, Inc., showing in detail the preliminary determination of the adjustments referred to in SECTION 3.23.3, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 3.3 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 3.4.2 Within 90 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 3.4.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. If Seller makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Buyer's receipt of Seller's objections. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive; provided, however, that if at the time of such dispute, Price Waterhouse is the accounting firm for either Seller or Buyer, the parties shall select a different accounting firm of national standing acceptable to both parties to determine the dispute. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.3.1. Not later than a date Seller reasonably believes is at least 10 Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting informationschedule, Buyer will shall have five Business Days to review such Preliminary Adjustments Report schedule and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five Business Day period, Buyer and Seller will shall negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement on the estimated amount of the adjustments set forth in the Preliminary Adjustments Report prior to the Closing Date, Date or if Buyer fails to provide a notice of disagreement with Seller's estimates of such adjustments within the estimate time provided) the estimates of such adjustments set forth in the Preliminary Adjustments ReportReport shall be the basis for determining the Base Purchase Price. 3.3.2 3.3.2. Within 90 45 days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 3.3.3. Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the Holdback. The Holdback, as so adjusted (but excluding any amounts disputed by Buyer), will be further adjusted for the amount, if any, of any claim for which Buyer is indemnified pursuant to Section 11.2 and the amount of such claim is satisfied with the Holdback under Section 11.5, and will be paid by Buyer to Seller within 180 days after the Closing Date or within three Business Days after agreement on the undisputed portion of the Final Adjustments Report, if later. Any disputed amounts will be determined within 120 days after the Closing Date by the an independent accounting firm of Price Waterhouse, acceptable to both parties whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination, unless the determination of such firm results in a net decrease in the Purchase Price of more than 10% thereof, in which case the fees and expenses payable to such firm will be paid by Seller. The payment required after such determination of all disputed amounts will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 3.3.1. Not later than a date Seller reasonably believes is at least 10 five Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the good faith preliminary determination of the adjustments referred to in SECTION Section 3.2, which are have been calculated as of the Closing Date Time (or as of any other date and time agreed by the parties) and any appropriate documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Buyer will have three Business Days following receipt of the Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements of Buyer with Seller's estimates. If Buyer provides a notice of disagreement (the "Disagreement Notice") with Seller's estimates of the adjustments referred to in SECTION Section 3.2 within such five three Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing DateTime. The basis for determining the Base Purchase Price to be paid at the Closing will be (a) the estimate so agreed upon by Buyer and Seller or Seller, (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report.reach 3.3.2 3.3.2. Within 90 days after the ClosingClosing Date, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, ) showing in detail the final determination of all adjustments which were not calculated as of the Closing Date Time and containing any corrections to the Preliminary Adjustments Report, together with any appropriate documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which that Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 3.3.3. Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer timely makes any such objection, the parties will agree on the amountany items, if any, which is are not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price WaterhouseDeloitte & Touche, whose which will be obligated to determine such amounts within 90 days after the dispute is submitted to it, and the determination of which will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after If the Purchase Price, as finally determined, exceeds the estimated Purchase Price actually paid to Seller at the Closing (such determination excess, the "Underpayment") and Buyer made a deposit into escrow pursuant to Section 3.3.1, then Buyer and Seller will be made by instruct the responsible party by wire transfer Escrow Agent to release to Seller the amount of immediately available the Underpayment, and to release to Buyer any remaining funds in the escrow account. If either (i) the amounts released to Seller from the escrow account are less than the amount of the Underpayment or (ii) no deposit to the other party within three Business Days after escrow account was made pursuant to Section 3.3.1, Buyer will pay to Seller an amount equal to the final determination.Underpayment minus the amount, if any, released

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at At least 10 three (3) Business Days prior to the expected Closing DateClosing, Seller will deliver to Buyer a report (the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION Section 3.2, which are calculated as of the Closing Date (or as of any other date agreed to by the parties) and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments and deposits made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Closing Date). Also included in the Preliminary 2.1. Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such The net adjustment shown in the Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach be reflected as an agreement prior adjustment to the Closing Date on such estimated adjustments as portion of the Closing Date. The basis for determining the Base Purchase Price to be paid payable at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Reportpursuant to Section 3.1.1. 3.3.2 Within 90 sixty (60) days after the Closing, Seller will deliver to Buyer a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments Report. 3.3.3 Within 30 thirty (30) days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 thirty (30) days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any undisputed amount will serve as an adjustment to the portion of the Base Purchase Price payable under Section 3.1. 1. The adjustment of the Base Purchase Price payable under Section 3.1.1, as so adjusted (but excluding any amounts disputed), will be paid by Buyer to Seller, or paid by Seller to Buyer, whichever the case may be, within ninety (90) days after the Closing Date or within three (3) Business Days after agreement on the undisputed portion of the Final Adjustments Report, if later. Any disputed amounts will be determined within 120 one hundred twenty (120) days after the Closing Date by the accounting firm of Price WaterhouseXxxxxx Xxxxxxxx, LLP, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determinationdetermination in reverse proportion to the manner in which the disputed amounts are allocated by the accountants. The payment required after such determination of all disputed amounts (the "Dispute Adjustment Amount") will be made by the responsible party (the "Responsible Party") by wire transfer of immediately available funds to the other party (the "Claiming Party") within three (3) Business Days after the final determinationdetermination (the "Final Determination").

Determination of Adjustments. Preliminary and final adjustments to ---------------------------- the Base Purchase Price will shall be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior to (a) On the expected Closing Effective Date, Seller will shall deliver to Buyer a report substantially in the form attached hereto as Exhibit 2.06(a) (the "Preliminary Adjustments ReportPre-Closing Certificate"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in SECTION 3.2Section 2.05, which are if any, calculated as of the Closing Date (or as of any other date agreed by the parties) Date, and any documents substantiating the adjustments proposed in the Preliminary Adjustments Report. The Preliminary Adjustments Report will include a complete list of subscribers, a detailed calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as of the Pre-Closing Date). Seller also will furnish to Buyer its billing report for the most current period as of the Closing Date. Following receipt of such Preliminary Adjustments Report and supporting information, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates of the adjustments referred to in SECTION 3.2 within such five Business Day period, Buyer and Seller will negotiate in good faith to resolve any such dispute and to reach an agreement prior to the Closing Date on such estimated adjustments as of the Closing Date. The basis for determining the Base Purchase Price to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or Certificate. (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing Date, the estimate of such adjustments set forth in the Preliminary Adjustments Report. 3.3.2 Within 90 thirty (30) days after the Closing, Seller will shall deliver to Buyer a report (the "Final Adjustments ReportPost-Closing Certificate"), similarly certified by SellerSeller in the same manner as the Pre-Closing Certificate, showing in detail the final determination of all adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Adjustments ReportPre-Closing Certificate, together with any documents substantiating the adjustments proposed in the Final Adjustments ReportPost-Closing Certificate. Buyer will shall provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments ReportPost-Closing Certificate. 3.3.3 (c) Within 30 thirty (30) days after receipt of the Final Adjustments ReportPost-Closing Certificate, Buyer will shall give Seller written notice of Buyer's objections, if any, to the Final Adjustments ReportPost-Closing Certificate. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute Parties shall endeavor to resolve Buyer's objections within 30 thirty (30) days after Seller's receipt of Buyer's notice of thereof. If Buyer and Seller are unable to resolve such objections within such thirty (30)-day period, Seller and Buyer shall cause the Independent Accounting Firm to the Final Adjustments Report. Any resolve any remaining disputed amounts will be determined within 120 one hundred twenty (120) days after the Closing Date by Date. The determination of the accounting firm of Price WaterhouseIndependent Accounting Firm shall be conclusive and binding upon Seller and Buyer, whose determination will be conclusive. and Seller and Buyer will shall bear equally the fees and expenses payable to such firm the Independent Accounting Firm in connection with such determination. The payment required Within (i) ninety (90) days after such determination will be made by the responsible party by wire transfer of immediately available funds Closing Date, if Buyer does not timely object to the other party Post-Closing Certificate, or if it does so but its objections are resolved within three the thirty (30)-day period provided above, or (ii) otherwise, within ten (10) Business Days after Buyer's objections are resolved as provided above; Buyer shall pay to Seller, or Seller shall pay to Buyer, as applicable, the final determinationamount by which the Purchase Price as finally determined is more or less, respectively, than the amount of the Purchase Price as estimated in the Pre-Closing Certificate. ---------- ** Confidential Treatment Requested.

Determination of Adjustments. Preliminary The "Closing Adjustment" shall equal the amount by which the cash and final adjustments cash equivalents of the Company on the Closing Date is greater or less than zero. The "Accounts Payable Adjustment" shall equal the sum of Accounts Payable on the Closing Date that have not been paid in accordance with customary trade terms and are then past due. The "Tax Adjustment" shall equal the total amount due and owing by Company under the September 2000 Company Tax Returns, calculated as set forth in Section 2.04. The Company will use its best efforts to ---------------------------- close its books and records for the Base Purchase Price will be determined as follows: 3.3.1 Not later than a date Seller reasonably believes is at least 10 Business Days prior period ending on the Closing Date within thirty (30) days after the Closing Date and shall deliver to the expected Closing DateAcquiror or, Seller will deliver to Buyer a report (at the "Preliminary Adjustments Report"), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination request of the adjustments referred Acquiror, to in SECTION 3.2Acquiror and Xxxxxx Xxxxxxxx LLP, which are calculated such books and records as shall be requested by Acquiror or Xxxxxx Xxxxxxxx LLP to enable Xxxxxx Xxxxxxxx LLP to perform an audit of the consolidated financial statements of the Company as of the Closing Date and to determine the amount of the Closing Adjustment and the Accounts Payable Adjustment based thereon. Upon receipt of such books and records, the Acquiror shall use its best efforts to cause Xxxxxx Xxxxxxxx LLP to complete an audit of the consolidated financial statements of the Company and to calculate the amount of the Closing Adjustment and the Accounts Payable Adjustment within thirty (or as 30) days following receipt of any other date agreed by the parties) books and any documents substantiating records of the adjustments proposed in Company. Acquiror shall deliver to the Preliminary Adjustments Report. The Preliminary Adjustments Report will include Stockholders' Representative a complete list copy of subscribers, a detailed such audited financial statements and the calculation of the number of Equivalent Basic Subscribers and a schedule setting forth advance payments made to or by Seller and deposits made by Seller, as well as accounts receivable information relating to the Business (showing sums due and their respective aging as amount of the Closing Date)Adjustment and the Accounts Payable Adjustment promptly upon receipt of such items from Xxxxxx Xxxxxxxx LLP. Seller also will furnish The Stockholders' Representative shall have the right to Buyer its billing report for review and copy the most current period as computations and workpapers used in connection with the preparation of the audited financial statements and the computation of the Closing DateAdjustment and the Accounts Payable Adjustment. Following If the Stockholders' Representative disagrees with the Closing Adjustment or the Accounts Payable Adjustment, the Stockholders' Representative shall so notify the Acquiror in writing within ten (10) days after the date of receipt of such Preliminary Adjustments Report the audited financial statements and supporting informationthe computation of the Closing Adjustment and the Accounts Payable Adjustment, Buyer will have five Business Days to review such Preliminary Adjustments Report and supporting information and specifying in detail any point of disagreement; PROVIDED, HOWEVER, if the Stockholders' Representative fails to notify Seller of any disagreements with Seller's estimates. If Buyer provides a notice of disagreement with Seller's estimates the Acquiror in writing of the adjustments referred to in SECTION 3.2 Stockholders' Representative's disagreement within such five Business Day ten (10) day period, Buyer the determination of the Closing Adjustment and Seller will the Accounts Payable Adjustment shall be final, conclusive and binding on the Parties for purposes of determining the amount of the Holdback Consideration to be paid Company Stockholders pursuant to Section 1.04(a) with respect to the Closing Adjustment and the Accounts Payable Adjustment, but shall not limit Acquiror's other rights pursuant to this Purchase Agreement or any other document delivered in connection with this Purchase Agreement. The Acquiror and the Stockholders' Representative shall negotiate in good faith to resolve any such dispute and to reach an agreement prior disagreement relating to the Closing Date on Adjustment and the Accounts Payable Adjustment. If any such estimated adjustments as disagreement cannot be resolved by the Acquiror and the Stockholders' Representative within fifteen (15) days after a party has received notice from the other in accordance with the preceding two sentences of the existence of such disagreement, the Acquiror and the Stockholders' Representative shall jointly select the Boston office of a nationally recognized independent public accounting firm (which has not performed any service since January 1, 1996 for either the Company or the Acquiror or any of their respective Affiliates (the "Accounting Firm")), to act as an arbitrator to resolve as expeditiously as possible all points of disagreement with respect to the Closing DateAdjustment and the Accounts Payable Adjustment (or, in the event they are unable to agree, either may request the Boston, Massachusetts office of the American Arbitration Association to make such selection, which shall be final and binding on the Parties). The basis All determinations made by the Accounting Firm with respect to the Closing Adjustment and the Accounts Payable Adjustment shall be final, conclusive and binding on the Parties hereto for purposes of determining the Base Purchase Price amount of the Holdback Consideration to be paid at Closing will be (a) the estimate so agreed upon by Buyer and Seller or (b) if no notice of disagreement is provided, or if such notice is provided but the parties do not reach such an agreement prior to the Closing DateCompany Stockholders, but shall not limit Acquiror's other rights pursuant to this Purchase Agreement or any other document delivered in connection with this Purchase Agreement. The fees and expenses of the estimate of such adjustments set forth Accounting Firm shall be borne by the non-prevailing Party. The Holdback Consideration shall be distributed to the respective Parties in accordance with the Preliminary Adjustments Report. 3.3.2 Within 90 terms hereof not later than ninety (90) days after following the Closing, Seller will deliver to Buyer PROVIDED, HOWEVER, that any specific amount then in dispute in good faith between the Parties may remain undistributed until such dispute has been settled or a report (the "Final Adjustments Report"), similarly certified by Seller, showing in detail the final determination of all adjustments which were not calculated has been made, and PROVIDED FURTHER, that the Company Stockholders shall have filed the September 2000 Company Tax Returns (as defined in Section 2.04 hereof) prior to release of the Closing Date and containing any corrections to the Preliminary Adjustments Report, together with any documents substantiating the adjustments proposed in the Final Adjustments Report. Buyer will provide Seller with reasonable access to all records which Buyer has in its possession and which are necessary for Seller to prepare the Final Adjustments ReportHoldback Consideration. 3.3.3 Within 30 days after receipt of the Final Adjustments Report, Buyer will give Seller written notice of Buyer's objections, if any, to the Final Adjustments Report. If Buyer makes any such objection, the parties will agree on the amount, if any, which is not in dispute within 30 days after Seller's receipt of Buyer's notice of objections to the Final Adjustments Report. Any disputed amounts will be determined within 120 days after the Closing Date by the accounting firm of Price Waterhouse, whose determination will be conclusive. Seller and Buyer will bear equally the fees and expenses payable to such firm in connection with such determination. The payment required after such determination will be made by the responsible party by wire transfer of immediately available funds to the other party within three Business Days after the final determination.