Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As soon as practicable (but in any event within sixty (60) days) after the Closing, Buyer will prepare and deliver to Seller a certificate (the “Buyer Closing Statement”) that sets forth Buyer’s detailed, good faith determination of Inventory, Deposits and the Purchase Price. Seller and its Representatives will provide Buyer and its Representatives with reasonable access to Seller’s respective books and records, personnel and properties and any other information of Seller that Buyer reasonably requests in connection with Buyer’s preparation of the Buyer Closing Statement. (b) Seller will have forty-five (45) days after its receipt of the Buyer Closing Statement to review it. To the extent reasonably required to complete their review of the Buyer Closing Statement, Seller and its Representatives will be provided with reasonable access to the books, records and working papers of Buyer used to prepare the Buyer Closing Statement, Buyer’s finance personnel and any other information of the Business that the Seller reasonably requests relating to the determination of Purchase Price, and Buyer shall cooperate with the Seller and their Representatives in connection therewith. Seller will deliver notice to Buyer on or prior to the forty fifth (45th) day after receipt of the Buyer Closing Statement specifying in reasonable detail all disputed items and the basis therefor. If Seller fails to deliver such notice in such forty fifth (45th) day period, Seller will have waived its right to contest the Buyer Closing Statement. If Seller notifies Buyer of any objections to the Buyer Closing Statement in such 45-day period, Seller and Buyer will, within forty-five (45) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement. (c) If at the conclusion of the Resolution Period, Buyer and Seller have not reached an agreement on any objections with respect to the Buyer Closing Net Working Capital Statement, then all amounts and issues remaining in dispute will be submitted by Seller and Buyer to a mutually acceptable independent (i.e., no prior material business relationship with any party for the prior two (2) years) accounting firm recognized nationally or in Pennsylvania (the “Independent Expert”) (which shall set forth appointment will be made no later than five (5) Business Days after the Net Working Capital end of the Newsprint Business Resolution Period) (provided, that if the Independent Expert does not accept its appointment or Buyer and of Apache as of Seller cannot agree on the Closing Time Independent Expert, in either case within fifteen (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (3015) days after the delivery end of the Closing Net Working Capital Statement Resolution Period, either Buyer or Seller may require, by written notice to itthe other, complete its review that the Independent Expert be selected by the Philadelphia Regional Office of the Closing Net Working Capital reflected on American Arbitration Association in accordance with the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description procedures of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s ObjectionAmerican Arbitration Association). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Each of Seller and Purchaser are unable Buyer agrees to resolve all of their disagreements execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination of to be made by the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller Independent Expert. All fees and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect expenses relating to the remaining differences so submitted, whether and to what extentwork, if any, to be performed by the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall Independent Expert will be borne by (i) Buyer in the proportion that the aggregate dollar amount of the disputed items submitted to the CPA Firm shall Independent Expert by Buyer that are unsuccessfully disputed by Buyer (as finally determined by the Independent Expert) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller, and (ii) Seller in the proportion that the aggregate dollar amount of the disputed items submitted to the Independent Expert by Seller that are unsuccessfully disputed by Seller (as finally determined by the Independent Expert) bears to the aggregate dollar amount of disputed items submitted by Buyer and Seller. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Independent Expert will be as follows: (a) Within ten (10) days after borne by the later of (i) party incurring such cost and expense. The Independent Expert will determine only those issues still in dispute at the end of the Negotiation Resolution Period and (ii) the selection Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection Independent Expert will be based solely on presentations with respect to such disputed items by Buyer and Seller to the Independent Expert and not on the Independent Expert’s independent review. Each of Seller and Buyer will use its reasonable best efforts to make its respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such party will be entitled, as part of its presentation, to respond to the presentation of the other party and any unresolved element questions and requests of the Independent Expert. In deciding any matter, the Independent Expert (A) will be bound by the provisions of this Section 2.8(c) and (B) may not assign a value to which any item greater than the greatest value for such failure relates. item claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. Seller and Buyer will request that the Independent Expert’s determination be made within forty-five (b) Within fifteen (1545) days following Purchaser’s submission of after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to Seller and Buyer and will be final, conclusive, non-appealable and binding for all purposes hereunder. The term “Final Statement” will mean a statement setting forth the unresolved elements of the Purchaser’s Objection definitive Purchase Price as specified in sub-clause (a) above, Seller shall submit its response agreed to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller and Buyer in accordance with respect to any unresolved elements to which such failure relatesSection 2.8(c) or the definitive Purchase Price resulting from the determination made by the Independent Expert in accordance with this Section 2.8(d). (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As soon as reasonably practicable after the Closing Date, and in any event, within forty-five (45) days thereof, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer a statement (the “Closing Net Working Capital Statement”) which shall set setting forth its good faith calculation of (i) the Net Working Capital of the Newsprint Business Final Purchase Price and of Apache as of the Closing Time (which shall be set forth separately for ii) each of the Newsprint Business and ApacheFinal Purchase Price Elements, but as aggregated together with reasonable supporting detail with respect to the calculation of such amounts. The Closing Statement shall be referred prepared in a manner consistent with the terms of this Agreement, including Exhibit C attached hereto with respect to as the “Closing Net Working Capital. (b) After receipt of the Closing Statement from Seller, Buyer shall have sixty (60) days to review the Closing Statement (the “Review Period”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded). The Closing Net Working Capital Statement may shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Seller in writing prior to the expiration of the Review Period of any dispute or objection thereto (any such written dispute or objection, the “Objection”), with reasonable supporting detail as to any such Objection. Any items not disputed or objected to in an Objection shall be amended deemed to have been accepted by Buyer. If no Objection is delivered by Buyer to Seller prior to the expiration of the Review Period or Buyer otherwise earlier notifies Seller in writing that Buyer has no disputes or objections to the Closing Statement, then the Closing Statement shall be deemed to have been accepted by Seller after it is delivered to Purchaser. 1.9.2 Purchaser and Buyer and shall become final and binding upon Seller and Buyer. Seller and Buyer shall, within thirty (30) days after the (or such longer period as Seller and Buyer may agree in writing) following delivery of an Objection to Seller (the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s ObjectionResolution Period”), setting forth a specific description attempt in good faith to resolve their differences, all such discussions and communications related thereto shall (unless otherwise agreed in writing by Seller and Buyer) be governed by Rule 408 of the basis Federal Rules of Purchaser’s Objection Evidence and any applicable similar state rule, and any written agreement by them as to any disputed amounts shall be final, binding and conclusive. Any items agreed to by Seller and Buyer in writing, together with any items not disputed or objected to by Seller in an Objection, are collectively referred to herein as the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection“Resolved Matters”). Any items Resolved Matters shall be final and binding on Seller and Buyer, except to the extent such component could be affected by other components of the calculations set forth in the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty Statement that are the subject of an Objection. (30c) days to review and respond to Purchaser’s Objection. If If, at the end of the Resolution Period, Seller and Purchaser are Buyer have been unable to resolve in writing all of their disagreements differences that they may have with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection matters specified in any Objections, either Seller or Buyer may refer all matters that remain in dispute with respect to any Objections (the “Negotiation PeriodUnresolved Matters”)) to Xxxxx Xxxxxxxx LLP (or if such firm is unable or unwilling to accept such engagement, they shall refer their remaining differences to a mutually agreeable an internationally recognized independent public accounting firm of national recognition (other than an independent accounting firm utilized jointly selected by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or Buyer or, if Seller and Purchaser Buyer are unable to agree as to within five (5) Business Days from the end of the Resolution Period, then such third party internationally recognized independent public accounting firm jointly selected by Seller’s and Buyer’s independent accountants within ten five (105) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association Business Days thereafter) (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”). Seller and Buyer each agree to promptly sign an engagement letter, who shall determinein commercially reasonable form, as may reasonably be required by the CPA Firm, and to the extent necessary, each of Seller and Buyer will waive and cause its controlling Affiliates to waive any conflicts with, the CPA Firm at the time any Unresolved Matters are submitted to the CPA Firm. The CPA Firm shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of this Agreement, and only with respect to the remaining differences Unresolved Matters so submitted, whether and to what extent, if any, extent the Closing Net Working Capital Statement requires adjustment. The procedure Seller and schedule under Buyer shall request the CPA Firm to use its reasonable best efforts to (i) render its final written determination within thirty (30) days after such firm’s engagement, and (ii) prepare the Final Closing Statement (which any dispute shall be submitted to consistent with the Resolved Matters and the final determination of the CPA Firm of the Unresolved Matters). The final written determination of the CPA Firm shall be as follows: (a) Within ten (10) days after based only on the later written submissions by Seller and Buyer, and shall be made in strict accordance with the terms of (i) the end this Agreement, without regard to principles of the Negotiation Period and (ii) the selection of equity. With respect to each Unresolved Matter, the CPA Firm’s determination, Purchaser if not in accordance with the position of either Seller or Buyer, shall submit any unresolved elements not be in excess of the Purchaser’s Objection to higher, nor less than the CPA Firm in writing (with a copy to Seller)lower, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection amounts advocated by Seller and Buyer with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it reliesthereto. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its Firm’s final written determination to Purchaser shall be conclusive and binding upon Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred and Buyer, absent manifest error. Seller and Buyer shall, and their own expense, make reasonably available to the CPA Firm, or such longer period upon the CPA’s Firm’s request, all relevant books and records, any workpapers (including those of time as Seller’s and Buyer’s respective accountants) and supporting documentation relating to the Closing Statement and all other items reasonably requested by the CPA Firm determines is necessary(provided, that they shall contemporaneously provide a copy to the other party of any materials requested by, and provided to, the CPA Firm). None of Seller, Buyer or any of their respective Affiliates shall have any ex parte communications or meetings with the CPA Firm regarding the subject matter hereof without the other party’s prior written consent. The CPA Firm shall also determine the proportion of its fees and expenses to be paid by each of Seller and Buyer based on the degree (as determined by the CPA Firm) to which the CPA Firm has accepted the positions of Seller and Buyer.

Post-Closing Purchase Price Adjustment. 1.9.1 Within No later than ninety (90) days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Final Closing Net Working Capital Statement”) which shall set forth the Net Working Capital consisting of the Newsprint Business and of Apache Buyer’s good faith estimate in reasonable detail (and, in each case, determined as of the Closing Calculation Time (which shall be set forth separately for each of without giving effect to the Newsprint Business and Apache, but as aggregated shall be referred transactions contemplated by this Agreement to as take place at the “Closing Net Working Capital”Closing) and shall be prepared in accordance with Sellerthe Accounting Principles, (i) the Closing Balance Sheet, (ii) the Closing Cash, (iii) the Closing Working Capital, (iv) the Closing Working Capital Excess Amount (if any), (v) the Closing Working Capital Deficiency Amount (if any), and (vi) the Cash Consideration. During the forty-five (45) day period following Buyer’s past accounting methodsdelivery of the Final Closing Statement, policiesSeller shall have, practices for the purposes of evaluating the Final Closing Statement, reasonable access (A) to the appropriate books and procedures records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the same mannerpreparation of the Final Closing Statement and (B) to Buyer’s officers, employees, agents and representatives as may be reasonably required in connection with consistent classification and estimation methodology, as the Financial Statements were prepared, except that review or analysis of the Excluded Assets Final Closing Statement. The Final Closing Statement and the Newsprint Retained Obligations Cash Consideration set forth therein shall be excluded. The Closing Net Working Capital Statement may not be amended final and binding upon the Parties, and deemed accepted by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallSeller, unless within thirty forty-five (3045) days after the delivery of the Closing Net Working Capital Statement to itSeller’s receipt thereof, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth provides Buyer with a specific description of the basis of Purchaser’s written Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements Notice with respect to the determination of the foregoing items within thirty Final Closing Statement (30) days following Seller’s receipt of Purchaser’s an “Objection (the “Negotiation PeriodNotice”), they . The Objection Notice shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate specify in reasonable detail each item on the Final Closing Statement that Seller disputes and the nature of any of objection so asserted and shall be limited to disputes or objections based on mathematical errors or based on Cash Consideration not being calculated in accordance with this Agreement (including, without limitation, not being calculated in accordance with the foregoing within Accounting Principles). Seller shall be deemed to have agreed with all amounts and items contained in the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect Final Closing Statement to the remaining differences so submittedextent such amounts and items are not raised in the Objection Notice. If Seller properly delivers an Objection Notice, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute raised therein shall be submitted resolved pursuant to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm procedures set forth in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesSection 1.11. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) No later than ninety (90) days following the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, in good faith prepare and deliver to Purchaser Seller for its review a statement (the “Closing Net Working Capital Statement”) which shall set setting forth its calculation of (i) the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time Purchase Price, (which shall be set forth separately for ii) each of the Newsprint Business Purchase Price Elements, together with reasonable supporting detail with respect to the calculation of such amounts and Apache, but as aggregated shall be referred to as (iii) the “specific amounts and items set forth in such Closing Net Working Capital”) Statement which differ from the items set forth in the Estimated Closing Statement and reasonable supporting documentation and calculations with respect thereto. The Closing Statement shall be prepared in accordance a manner consistent with Section 2.8(f). Purchaser and its accountants and financial and other advisors may make reasonable inquiries of Seller and/or Seller’s Representatives regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of Purchaser’s preparation of the Closing Statement and Seller shall, with Seller’s past accounting methodsinternal resources and personnel, policiesassist the Purchaser in such preparation. During such period, practices Seller shall provide Purchaser and procedures its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the books and records and Representatives of Seller to the extent such materials relate to the calculation of the Estimated Closing Statement or any components thereof. Seller shall cooperate in good faith and promptly respond to reasonable requests in accordance with this Section 2.8(a). (b) Seller and its accountants and financial and other advisors may make reasonable inquiries of Purchaser and/or Purchaser’s Representatives regarding questions concerning or disagreements with the Closing Statement arising in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations course of Seller’s review. Seller shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on Statement within forty-five (45) days after the Closing Net Working Capital Statementdelivery thereof to Seller. If Purchaser wishes to dispute the Closing Net Working CapitalDuring such review period, Purchaser shall notify provide Seller and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the premises, books and records and Representatives of the Business and Purchaser to the extent such materials relate to the calculation of the Closing Statement for the purpose of completing Seller’s review of the Closing Statement. Purchaser shall cooperate in writing good faith and promptly respond to reasonable requests in reasonable detail accordance with this Section 2.8(b). Promptly following completion of its review (but in no event later than the conclusion of the forty-five (45) day period), Seller may submit to Purchaser a letter regarding its concurrence or disagreement with the accuracy of the Closing Statement; provided, however, that any such letter must specify: (i) the items of the Closing Statement with which Seller disagrees; (ii) the adjustments that Seller proposes to be made to the Closing Statement (a “Disputed Item”); and (iii) the specific amount of such disagreement and any reason therefore (“Purchaser’s Objection”)reasonable supporting documentation and calculations thereof, setting forth in each case, to the extent known. If Seller does not deliver a specific description letter disagreeing with the accuracy of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or Statement before the last day conclusion of such thirty (30) day period, which Purchaser’s Objection may not the Closing Statement shall be amended by final, binding and conclusive upon the Parties, and Seller shall be deemed to have agreed with all items and amounts contained in the Closing Statement. If Seller does deliver such a letter, following such delivery, Seller and Purchaser after it is delivered shall attempt in good faith to Seller (except resolve promptly any disagreement as to withdraw the computation of any such Purchaser’s Objection)item in the Closing Statement. Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection as to which there is no disagreement shall be irrevocably deemed to be accepted by Purchaseragreed. Seller shall then have thirty If a resolution of such disagreement has not been effected within fifteen (3015) days to review and respond to Purchaser’s Objection. If (or longer, as mutually agreed by the Parties) after delivery of such letter, then Seller and Purchaser are unable shall submit any Disputed Item to resolve all the Independent Accountant for determination. The determination of their disagreements the Independent Accountant, acting as an expert and not an arbitrator, with respect to the determination of the foregoing items any Disputed Item shall be completed within thirty (30) days following Seller’s receipt of Purchaser’s Objection submission of such Disputed Item to the Independent Accountant (or longer, as mutually agreed by the “Negotiation Period”Parties), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Sellerbe determined in accordance with this Agreement and shall be final, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both binding and conclusive upon Seller and Purchaser or if absent manifest error. The Independent Accountant shall adopt a position within the range of positions submitted by Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to any Disputed Item. The Independent Accountant shall not review any line items or make any determination with respect to any matter other than with respect to Disputed Items. Any fees and expenses relating to the remaining differences so submittedengagement of the Independent Accountant shall be borne pro rata by Purchaser, whether on the one hand, and Seller, on the other hand, in proportion to what extentthe difference between the Final Purchase Price and the Final Purchase Price that would have resulted from the use of the proposed calculations of one of the Parties. For example, if anythe Final Purchase Price that would have resulted based on the Closing Statement delivered by Purchaser pursuant to Section 2.8(a) was $5,000,000 less than the Final Purchase Price (as finally determined), but the Final Purchase Price that would have resulted based on the adjustments set forth in Seller’s Disputed Items delivered by Seller pursuant to Section 2.8(b) was $2,500,000 more than the Final Purchase Price (as finally determined), Purchaser will pay 2/3 of such fees and expenses, and Seller, will pay 1/3 of such fees and expenses. (c) Purchaser shall, if necessary, revise the Closing Statement to reflect the final determination of the Purchase Price in accordance with Section 2.8(b) (as adjusted, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows:“Final Purchase Price”). (ad) Within ten (10) days Business Days after the determination of the Final Purchase Price, (i) if the Final Purchase Price exceeds the Estimated Purchase Price (the difference between the Final Purchase Price and the Estimated Purchase Price, the “Positive Amount”), then Purchaser and any applicable Subsidiary of Purchaser shall pay to Seller and each Selling Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule an amount equal to the Positive Amount or (ii) if the Estimated Purchase Price exceeds the Final Purchase Price (the difference between the Estimated Purchase Price and the Final Purchase Price, the “Negative Amount”), then Seller and each Selling Subsidiary shall pay to Purchaser and any applicable Subsidiary of Purchaser in accordance with the Worldwide Purchase Price Allocation Schedule an amount equal to the Negative Amount. In addition, within ten (10) Business Days after the later of (i) the end determination of the Negotiation Period Final Purchase Price and (ii) any such Liability becoming due and payable, Purchaser and any applicable Subsidiary of Purchaser shall pay to Seller (or its designee) any amounts included as current Liabilities in the selection Final Working Capital or as Closing Indebtedness, but, in each case, only to the extent such Liabilities or Indebtedness are not Assumed Liabilities. (e) Any payments to be made pursuant to Section 2.7(b) and Section 2.8(d) shall be made by wire transfer of immediately available funds to the accounts designated in writing by Purchaser or Seller, as the case may be no later than ten (10) Business Days following the determination of the CPA Firm, Purchaser shall submit any unresolved elements Final Purchase Price. (f) Each of the Purchaser’s Objection Estimated Closing Statement (including the Estimated Purchase Price and Estimated Purchase Price Elements) and the Closing Statement (including the Purchase Price and Purchase Price Elements) shall be prepared and calculated in accordance with the definitions of such terms contained in this Agreement and Schedule A. (g) Notwithstanding anything to the CPA Firm contrary contained herein, (i) in writing (with no event shall Purchaser be entitled to a copy purchase price adjustment pursuant to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection this Section 2.8 with respect to a Liability for which it is entitled to indemnification pursuant to the express terms of this Agreement and (ii) in no event shall any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission component of the unresolved elements Purchase Price include an amount for an item that is duplicative of another amount included elsewhere in the Purchase Price calculation (it being understood that any such item may be included in only one Purchase Price Element of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to PurchaserPurchase Price), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety As promptly as practicable, but no later than sixty (9060) days following after the Closing Date, Seller shall prepare, or will cause to be prepared, prepared and deliver delivered to Purchaser Acquiror a statement (the “Closing Net Date Working Capital Statement”) which shall set setting forth a calculation of the Net Working Capital of the Newsprint Business and of Apache Company, on a consolidated basis, as of immediately prior to the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and ), which Closing Date Working Capital Statement shall be prepared in accordance with Seller’s past accounting methodsthe Applicable Accounting Principles. Acquiror will reasonably cooperate with Seller to the extent required for the preparation of the Closing Date Working Capital Statement and will provide Seller and its Representatives access to all information, policiesrecords, practices data and procedures working papers (other than working papers of accountants that would require consent to provide), and in the same mannershall permit reasonable access to its officers, with consistent classification employees, agents, properties, offices, plants and estimation methodologyother facilities, books and records, as may be reasonably required in connection with the Financial Statements were prepared, except that preparation of the Excluded Assets Closing Date Working Capital Statement and the Newsprint Retained Obligations shall be excludedClosing Net Working Capital. The Closing Net Date Working Capital Statement may not shall be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallprepared in good faith and, within thirty (30) days after the delivery in respect of the Closing Net Working Capital reflected thereon, present fairly in all material respects the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (without giving effect to the sale and purchase of the Shares contemplated hereby). Acquiror shall have thirty (30) days from the date on which the Closing Date Working Capital Statement is delivered to itreview the Closing Date Working Capital Statement (the “Review Period”). Acquiror and its Representatives shall be provided access to such information, complete records, data and working papers (other than working papers of accountants that would require consent to provide), and shall be permitted reasonable access to its review officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the analysis of the Closing Date Working Capital Statement and the Closing Net Working Capital. If Acquiror disagrees in any respect with any item or amount shown or reflected in the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Acquiror may, prior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the basis for Acquiror’s disagreement (the “Dispute Notice”). The Dispute Notice shall set forth Acquiror’s position as to the proper Closing Net Working Capital. Any items not set forth on the Dispute Notice shall be deemed agreed to by Acquiror. If no Dispute Notice is received by Seller prior to the last day of the Review Period, the Closing Date Working Capital Statement shall be deemed accepted by Acquiror, whereupon (i) the Closing Net Working Capital reflected on the Closing Net Date Working Capital Statement. If Purchaser wishes to dispute Statement shall be final, conclusive and binding on the Closing Parties and shall be deemed the “Final Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period ” and (ii) Acquiror or Seller, as the selection of the CPA Firmcase may be, Purchaser shall submit any unresolved elements of the Purchaser’s Objection will pay to the CPA Firm other Party the amount owing in writing (accordance with a copy to SellerSection 2.6(e), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in no event later than ninety (90) days following the Asset Closing Date, Seller Parent shall prepare, or cause to be prepared, prepare and deliver to Purchaser SunGard Data a statement (the “Asset Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the SMS Closing Net Working Capital Statement”) which shall and the Purchase Price, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Net Working Capital of the Newsprint Business and of Apache as of the Asset Post-Closing Time (which Statement shall be set forth separately for each final and binding on all Parties unless SunGard Data gives Parent written notice of the Newsprint Business and Apache, but as aggregated shall be referred to as the its objections thereto (an “Closing Net Working CapitalAsset Objection Notice”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner), with consistent classification and estimation methodologyreasonable supporting detail as to each such objection (each, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The an “Asset Post-Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Calculation Objection”), setting forth a specific description within forty-five (45) days after receipt of the basis of Purchaser’s Asset Post-Closing Statement (the “Asset Objection and Period”). In the adjustments event SunGard Data fails to give Parent an Asset Objection Notice prior to the expiration of the Asset Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Asset Post-Closing Net Working Capital Statement, the Asset Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.7(d) shall be derived therefrom. Any component of the calculations set forth in the Asset Post-Closing Statement that Purchaser believes should is not the subject of a timely delivered Asset Objection Notice by SunGard Data shall be made, final and binding on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (all Parties except to withdraw any the extent such Purchaser’s Objectioncomponent could be affected by other components of the calculations set forth in the Asset Post-Closing Statement. Throughout the period following the Asset Closing Date until the components of the calculations set forth in the Asset Post-Closing Statement are deemed final and binding pursuant to this Section 3.7, subject to Section 7.12, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies). Any items on , during business hours upon reasonable advance notice, to the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to financial books and records of Parent and its Subsidiaries for the purposes of the review and respond objection right contemplated herein. (b) Parent and SunGard Data shall use reasonable efforts to Purchaser’s Objection. If Seller and Purchaser resolve any dispute arising under Section 3.7(a); provided, that if such Parties are unable to resolve all of their disagreements with respect to the determination of the foregoing items do so within thirty (30) days following SellerSunGard Data’s receipt delivery to Parent of Purchaser’s an Asset Objection (Notice, then by notice from either such Party to the “Negotiation Period”)other such Party, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only disagreement with respect to such Asset Post-Closing Calculation Objections may be submitted for resolution to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentIndependent Accountant. The procedure and schedule under which any If a dispute shall be is submitted to the CPA Firm Independent Accountant for resolution, Parent and SunGard Data shall be as follows: (a) enter into a customary engagement letter with, and to the extent necessary each Party to this Agreement will waive and cause its controlling Affiliates to waive any conflicts with, the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall cooperate with the Independent Accountant in connection with its determination pursuant to this Section 3.7. Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmIndependent Accountant has been retained, Purchaser each such Party shall submit any unresolved elements of the Purchaser’s Objection furnish, at its own expense, to the CPA Firm in writing (with Independent Accountant and the other party a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser written statement of the Purchaser’s Objection its positions with respect to any unresolved element each matter in dispute. Within five (5) Business Days after the expiration of such ten (10) day period, each such Party may deliver to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit Independent Accountant and to each other its response to the CPA Firm other’s position on each matter in writing (dispute. With each submission, each such Party may also furnish to the Independent Accountant such other information and documents as it deems relevant or such information and documents as may be requested by the Independent Accountant with copies being given to the other such Party substantially simultaneously. The Independent Accountant may, at its discretion, conduct a copy conference concerning the disagreement and each such Party shall have the right to Purchaser)present additional documents, supported by materials and other information and to have present its Representatives. No Party or its Representatives shall be permitted to engage in any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller ex parte communications with respect to any unresolved elements to which such failure relatesthe Independent Accountant. (c) The CPA Firm Independent Accountant shall deliver be directed to promptly, and in any event within thirty (30) days after its appointment pursuant to Section 3.7(b), render its decision on the disputed Asset Post-Closing Calculation Objections. The Independent Accountant’s determination as to each Asset Post-Closing Calculation Objection in dispute shall be set forth in a written statement delivered to each such Party, which shall include the Independent Accountant’s determination as to the calculation of the disputed Asset Post-Closing Calculation Objections, all of which shall be final and binding on all Parties absent manifest error. In resolving any disputed Asset Post-Closing Calculation Objection, the Independent Accountant may not assign a value to such Asset Post-Closing Calculation Objection greater than the greatest value for such Asset Post-Closing Calculation Objection claimed by Parent in its Asset Post-Closing Statement or by SunGard Data in its Asset Objection Notice or less than the lowest value for such item claimed by Parent in its Asset Post-Closing Statement or by SunGard Data in its Asset Objection Notice. The fees and expenses of the Independent Accountant pursuant to this Section 3.7 shall be shared one half by Parent and one half by SunGard Data. (d) Upon the later of (x) the date that the Asset Post-Closing Statement becomes final and binding in all respects pursuant to this Section 3.7 and (y) the date that the Post-Closing Statement (as defined in the Merger Agreement) becomes final and binding in all respects pursuant to Section 3.4 of the Merger Agreement: (i) if the amount of the Purchase Price exceeds the amount of the Estimated Purchase Price (such excess, the “Purchase Price Excess”), then within five (5) Business Days after such date Purchaser shall pay, or cause to be paid, an amount in cash by wire transfer to SunGard Data (in accordance with Section 3.5(b)(ii) in respect of the Dividend) equal to the Purchase Price Excess; or (ii) if the amount of the Estimated Purchase Price exceeds the Purchase Price (such excess, the “Purchase Price Shortfall”), then within five (5) Business Days after such date SunGard Data (in accordance with Section 3.5(b)(ii) in return of the Dividend) shall pay, or cause to be paid, an amount in cash by wire transfer to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred equal to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryPurchase Price Shortfall.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Purchaser shall, within sixty (60) days following after the Closing Date, Seller shall prepare, or cause to be prepared, deliver a calculation setting forth Purchaser’s calculation of the Closing RMR and deliver to Purchaser a statement the Purchase Price (the “Closing Net Working Capital Statement”) ), which calculation shall set forth the Net Working Capital of the Newsprint Business and of Apache as of which Pending Terminating Customers are included or excluded from the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) RMR and shall be prepared by Purchaser in accordance good faith based upon the books and records of the Business. Any such Closing Statement shall specify those items or amounts set forth in the Preliminary Closing Statement as to which Purchaser disagrees and Purchaser shall be deemed to have agreed with all other items and amounts contained in the final Preliminary Closing Statement delivered pursuant to Section 3.1(b). If Purchaser does not deliver the Closing Statement within the sixty (60) day period specified in the first sentence of this Section 3.3(a), then Purchaser (i) shall be deemed to have agreed to the Preliminary Closing Statement and the Estimated Closing RMR and (ii) shall be deemed to have agreed to the inclusion of the RMR attributable to each Pending Terminating Customer in the calculation of Closing RMR and Purchase Price and such RMR attributable thereto shall be included in the final Purchase Price calculated pursuant to this Section 3.3. Within the sixty (60) day period after the Closing Date, Purchaser shall use commercially reasonable efforts to obtain confirmation, whether orally or in writing, from each Pending Terminating Customer that such Pending Terminating Customer no longer intends to terminate its respective Customer Contract. For the avoidance of doubt, any such Customer that so confirms shall be considered a Customer and the RMR attributable to such Customer shall be included in the Closing RMR. Purchaser shall record any and all calls with Pending Terminating Customers during such sixty (60) day period and, upon Seller’s past accounting methodsrequest, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered make such recordings available to PurchaserSeller. 1.9.2 Purchaser shall, within (b) During the thirty (30) days after the day period following delivery of the Closing Net Working Capital Statement Statement, Purchaser and Seller shall seek in good faith to it, complete its review of resolve in writing any differences which they may have with respect to the matters specified in the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes and Seller, notwithstanding such good faith efforts, fail to dispute resolve any such differences they may have with respect to the matters specified in the Closing Net Working CapitalStatement, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of then at the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day end of such thirty (30) day period, which Purchaser’s Objection either Purchaser or Seller may not be amended by Purchaser after it is delivered submit such dispute to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Firm for resolution of all matters that remain in dispute and that were included in the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed Statement. In the event such dispute is referred to be accepted by Purchaser. the Firm for resolution, Purchaser and Seller shall then have take all actions reasonably requested by the Firm in connection with such resolution, including submitting written claims to the Firm, if so requested, and the Firm shall make a final determination of the Closing RMR and the Purchase Price in accordance with the terms of this Agreement (with it being understood that Purchaser and Seller shall request that the Firm deliver to Purchaser and Seller its resolution in writing no later than thirty (30) days to review and respond to Purchaser’s Objectionafter its engagement). If Seller and Purchaser are unable to resolve all of their disagreements with respect to the The Firm shall make a determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submittedmatters still in dispute and, whether and with respect to what extenteach such matter, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute its determination shall be submitted to within the CPA range of the dispute between Purchaser and Seller. Neither Purchaser nor Seller (and none of their respective Representatives) shall have any ex parte conversations or meetings with the Firm shall be as follows: (a) Within ten (10) days after without the later prior written consent of (i) the end of the Negotiation Period with respect to Seller and its Representatives, Purchaser and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to Purchaser and its Representatives, Seller. In making its determination, the Firm shall be functioning as an expert and not as an arbitrator. The Firm’s determination shall be based solely on written materials submitted by Purchaser and Seller (i.e., not on independent review) and on the definitions of “Closing Date Cash Payment,” “Closing RMR,” “Estimated Closing RMR,” “Estimated Purchase Price,” “Pending Terminating Customers,” “Purchase Price,” “RMR,” and all related definitions included herein and the other provisions of this Agreement. All determinations made by the Firm shall be final, conclusive and binding on the Parties. Any Party may seek to have a judgment entered to enforce the determinations of the Firm in any unresolved element to court having jurisdiction over the Party against which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response determinations are to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesbe enforced. (c) The CPA fees, costs and expenses of the Firm shall deliver its written determination to be allocated equally between Purchaser and Seller Seller. (d) If the Purchase Price as finally determined pursuant to this Section 3.3 (the “Final Purchase Price”) is greater than the Estimated Purchase Price set forth on the Preliminary Closing Statement, as the same may be updated pursuant to Section 3.1(b) (such difference, the “Underpayment”), then, no later than the thirtieth three (30th3) day Business Days after the remaining differences underlying Purchaser’s Objection are referred date on which the Final Purchase Price is so determined, Purchaser shall pay to the CPA FirmSeller or its designees, by wire transfer of immediately available funds to an account or accounts specified by Seller, an amount equal to such longer period of time as the CPA Firm determines is necessaryUnderpayment.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety 2.2.3.1 Closing Statement; Dispute Resolution (90a) As promptly as practicable (and in any event within sixty (60) days following after the Closing DateClosing), Seller the Purchaser shall prepare, or cause to be prepared, and deliver to Purchaser the Main Sellers and the EMEA Sellers a written statement (the “Closing Statement”) that shall contain their final calculation of (i) the Adjusted Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache Transferred as of the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Adjusted Net Working CapitalCapital Transferred”), (ii) all EMEA Downward Adjustments as of the Closing (the “Closing EMEA Downward Adjustment”), (iii) the Total Prepaid Revenue Transferred as of the Closing Date (the “Closing Total Prepaid Revenue Transferred”), (iv) Pre-Close Employment Payments that the EMEA Sellers have failed to pay prior to the Closing as of the Closing (the “Closing Pre-Close Employment Payments”), (v) the final Purchase Price, and (vi) the amount payable by either Party pursuant to Section 2.2.3.2 as an adjustment to the Estimated Purchase Price. The Closing Statement shall be prepared in accordance with Seller’s past accounting methodsthe Calculation Principles and the terms hereof. Throughout the periods during which the Closing Statement is being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, policiesthe Main Sellers and the EMEA Sellers shall, practices promptly upon request, provide the Purchaser and procedures its respective accountants reasonable access to the assets, books, records, documents, schedules and workpapers and personnel of the Acquired Business in connection with the preparation of the Estimated Closing Statement. (b) If the Main Sellers and the EMEA Sellers disagree with the determination of the Closing Statement, the Main Sellers and the EMEA Sellers shall notify the Purchaser of such disagreement within sixty (60) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Main Sellers and the EMEA Sellers fail to deliver the Disagreement Notice by the end of such sixty- (60-) day period, the Main Sellers and the EMEA Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Purchaser. Matters included in the same manner, with consistent classification and estimation methodology, as calculations in the Financial Statements were prepared, except that Closing Statement to which the Excluded Assets Main Sellers and the Newsprint Retained Obligations EMEA Sellers do not object in the Disagreement Notice shall be excluded. The Closing Net Working Capital Statement may deemed accepted by the Main Sellers and the EMEA Sellers and shall not be amended by Seller after it subject to further dispute or review. Throughout the periods during which the Closing Statement is delivered to Purchaser. 1.9.2 being prepared and any disputes that may arise under this Section 2.2.3 are being resolved, the Purchaser shall, promptly upon request, provide the Main Sellers and the EMEA Sellers and their respective accountants reasonable access to the assets, books, records, documents, schedules, workpapers and personnel of the Purchaser in connection with the Main Sellers’ and the EMEA Sellers’ and their respective accountants’ review of the Closing Statement. The Purchaser, the Main Sellers and the EMEA Sellers shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and the Main Sellers and the EMEA Sellers shall be final and binding upon the Parties. (c) If the Purchaser and the Main Sellers and the EMEA Sellers are unable to resolve any disagreement as contemplated by Section 2.2.3.1(b) within fourteen (14) days after delivery of a Disagreement Notice by the Main Sellers and the EMEA Sellers, either the Main Sellers, the EMEA Sellers or the Purchaser may appoint the Accounting Arbitrator, on behalf of all Parties and the EMEA Sellers, to resolve such disagreement. The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator. The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement. With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser. The Main Sellers, NNUK and the Purchaser shall instruct, and they shall use their reasonable best efforts to cause, the Accounting Arbitrator to deliver to the Primary Parties and NNUK, as promptly as practicable (and in no event later than thirty (30) days after his or her appointment), a written report setting forth the delivery resolution of any such disagreement determined in accordance with the terms of this Agreement. Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties and the EMEA Sellers. Neither the Main Sellers, the EMEA Sellers nor the Purchaser shall have any ex parte communications or meetings with the Accounting Arbitrator regarding the subject matter hereof without the other Primary Parties’ prior consent. In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the Closing Net Working Capital Statement disputed items, then the Sellers and the EMEA Sellers shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to it, complete its review a majority (by dollar amount) of the Closing Net Working Capital reflected on disputed items, then the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement pay the Accounting Arbitrator’s fees, costs and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesexpenses. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in no event later than ninety (90) days following the Closing Datedate of the Applicable Closing, Seller Parent shall prepare, or cause to be prepared, prepare and deliver to Purchaser SunGard Data a statement (the “Post-Closing Net Working Capital Statement”) which shall set ), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller the Company Transaction Fees and Expenses and the Merger Consideration, including, in writing each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail of as to each such disagreement and any reason therefore objection (each, a “Purchaser’s Post-Closing Calculation Objection”), setting forth a specific description within forty-five (45) days after receipt of the basis of Purchaser’s Post-Closing Statement (the “Objection and Period”). In the adjustments event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Net Working Capital Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that Purchaser believes should is not the subject of a timely delivered Objection Notice by SunGard Data shall be made, final and binding on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (all Parties except to withdraw any the extent such Purchaser’s Objection)component could be affected by other components of the calculations set forth in the Post-Closing Statement. Any items on Throughout the period following the Closing Net Working Capital Statements not disputed Date until the components of the calculations set forth in Purchaser’s Objection the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall be irrevocably deemed permit SunGard Data and its Representatives reasonable access (with the right to be accepted by Purchaser. Seller shall then have thirty (30) days make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and respond objection right contemplated herein. (b) Parent and SunGard Data shall use reasonable efforts to Purchaser’s Objection. If Seller and Purchaser resolve any dispute arising under Section 3.4(a); provided, that if such Parties are unable to resolve all of their disagreements with respect to the determination of the foregoing items do so within thirty (30) days following SellerSunGard Data’s receipt delivery to Parent of Purchaser’s an Objection (Notice, then by notice from either such Party to the “Negotiation Period”)other such Party, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only disagreement with respect to such Post-Closing Calculation Objections may be submitted for resolution to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentIndependent Accountant. The procedure and schedule under which any If a dispute shall be is submitted to the CPA Firm Independent Accountant for resolution, Parent and SunGard Data shall be as follows: (a) enter into a customary engagement letter with, and to the extent necessary each Party to this Agreement will waive and cause its controlling Affiliates to waive any conflicts with, the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall cooperate with the Independent Accountant in connection with its determination pursuant to this Section 3.4. Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmIndependent Accountant has been retained, Purchaser each such Party shall submit any unresolved elements of the Purchaser’s Objection furnish, at its own expense, to the CPA Firm in writing (with Independent Accountant and the other party a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser written statement of the Purchaser’s Objection its positions with respect to any unresolved element each matter in dispute. Within five (5) Business Days after the expiration of such ten (10) day period, each such Party may deliver to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit Independent Accountant and to each other its response to the CPA Firm other’s position on each matter in writing (dispute. With each submission, each such Party may also furnish to the Independent Accountant such other information and documents as it deems relevant or such information and documents as may be requested by the Independent Accountant with copies being given to the other such Party substantially simultaneously. The Independent Accountant may, at its discretion, conduct a copy conference concerning the disagreement and each such Party shall have the right to Purchaser)present additional documents, supported by materials and other information and to have present its Representatives. No Party or its Representatives shall be permitted to engage in any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller ex parte communications with respect to any unresolved elements to which such failure relatesthe Independent Accountant. (c) The CPA Firm Independent Accountant shall deliver be directed to promptly, and in any event within thirty (30) days after its appointment pursuant to Section 3.4(b), render its decision on the disputed Post-Closing Calculation Objections. The Independent Accountant’s determination as to each Post-Closing Calculation Objection in dispute shall be set forth in a written statement delivered to each such Party, which shall include the Independent Accountant’s determination as to Purchaser the calculation of the disputed Post-Closing Calculation Objections, all of which shall be final and Seller no later binding on all Parties absent manifest error. In resolving any disputed Post-Closing Calculation Objection, the Independent Accountant may not assign a value to such Post-Closing Calculation Objection greater than the thirtieth greatest value for such Post-Closing Calculation Objection claimed by Parent in its Post-Closing Statement or by SunGard Data in its Objection Notice or less than the lowest value for such item claimed by Parent in its Post-Closing Statement or by SunGard Data in its Objection Notice. The fees and expenses of the Independent Accountant pursuant to this Section 3.4 shall be shared one half by Parent and one half by SunGard Data. (30thd) day Upon the date that the Post-Closing Statement becomes final and binding in all respects pursuant to this Section 3.4 in the event the Asset Purchase Agreement has been terminated pursuant to Section 9.1(b) thereof, or, if the Asset Purchase Agreement has not been terminated, upon the later of (x) the date that the Post-Closing Statement becomes final and binding in all respects pursuant to this Section 3.4 and (y) the date that the Asset Purchase Post-Closing Statement (as defined in the Asset Purchase Agreement) becomes final and binding in all respects pursuant to Section 3.7 thereof: (i) if the amount of the Merger Consideration exceeds the amount of the Estimated Merger Consideration (such excess, the “Merger Consideration Excess”), then within five (5) Business Days after the remaining differences underlying Purchaser’s Objection are referred such date Parent shall pay, or cause to be paid, an amount in cash by wire transfer to Seller equal to the CPA FirmMerger Consideration Excess; or (ii) if the amount of the Estimated Merger Consideration exceeds the Merger Consideration (such excess, the “Merger Consideration Shortfall”), then within five (5) Business Days after such date SunGard Data (on behalf of Seller) shall pay, or such longer period of time as cause to be paid, an amount in cash by wire transfer to Parent equal to the CPA Firm determines is necessaryMerger Consideration Shortfall.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller Purchaser Parent shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Net Working Capital Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache showing Purchaser Parent’s calculation, as of the Closing Time Date, of: (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”1) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall notify Seller be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement. (b) Graco may dispute Purchaser Parent’s calculation of the Final Closing Balance Sheet or the Final Closing Statement (collectively, the “Final Closing Documents”) (or any element thereof) by notifying Purchaser Parent in writing writing, setting forth in reasonable detail the particulars of such disagreement and any reason therefore (the “Purchaser’s Notice of Objection”), setting forth a specific description within 30 days after Graco’s receipt of the basis Final Closing Balance Sheet. In the event that Graco does not deliver a Notice of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of Parent within such thirty (30) 30 day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Graco shall be irrevocably deemed to be have accepted Purchaser Parent’s calculation of the Final Adjustment Amount set forth in the Final Closing Documents. In the event that a Notice of Objection is timely delivered, Purchaser Parent and Graco shall use their respective commercially reasonable efforts and exchange any information reasonably requested by Purchaser. Seller shall then have thirty (30) the other party for a period of 30 days after Purchaser Parent’s receipt of the Notice of Objection, or such longer period as Graco and Purchaser Parent may agree in writing, to review and respond to Purchaser’s resolve any disagreements set forth in the Notice of Objection. If Seller Purchaser Parent and Purchaser Graco are unable to resolve all such disagreements within such 30-day period and if (x) the items that remain in dispute at the end of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection such period (the “Negotiation PeriodUnresolved Items”) total less than One Hundred Thousand Dollars ($100,000.00), they then the Unresolved Items shall refer their remaining differences be deemed to a mutually agreeable have been resolved by Graco and Purchaser Parent by splitting equally the amount of such Unresolved Items, and the calculations of the Final Closing Documents shall be finally modified so as to reflect such resolution of the Unresolved Items; or (y) the Unresolved Items total at least One Hundred Thousand Dollars ($100,000.00), then, within 30 days thereafter, either Graco or Purchaser Parent may require that an independent accounting firm of recognized national recognition standing as may be mutually selected by Purchaser Parent and Graco (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within “Independent Firm”) shall resolve the past three (3) years) acceptable to both Seller Unresolved Items; provided that if Graco and Purchaser or if Seller and Purchaser Parent are unable to agree on an Independent Firm, the parties agree that the Chicago, Illinois office of RSM McGladrey shall serve as the Independent Firm. Purchaser Parent and Graco shall instruct the Independent Firm to such third party accounting firm determine as promptly as practicable, and in any event within ten (10) 30 days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the date on which such dispute (the accounting firm selected being is referred to as the “CPA Independent Firm”), who shall determinebased solely on the provisions of this Agreement, only with respect to and the remaining differences so submittedwritten presentations by Graco and Purchaser Parent, and not on an independent review, whether and to what extent, extent (if any) the calculations of Final Closing Documents require adjustment; provided, however, that in resolving any Unresolved Item, the Independent Firm (A) may not assign a value to any item greater than the greatest value for such item claimed by Graco or Purchaser Parent or less than the smallest value for such item claimed by Graco or Purchaser Parent, (B) may not take oral testimony from the parties hereto or any other Person, and (C) shall not consider any facts that have occurred after the Closing Net Working Capital requires adjustmentDate. The procedure Graco and schedule under which Purchaser Parent shall give each other copies of any dispute shall be written submissions at the same time as they are submitted to the CPA Independent Firm. The fees and expenses of the Independent Firm shall be as follows: (a) Within ten (10) days after allocated between Graco and Purchaser Parent based upon the later of (i) percentage which the end portion of the Negotiation Period contested amount not awarded to each of Graco and (ii) Purchaser Parent bears to the selection amount actually contested by each of Graco and Purchaser Parent. The determination of the CPA FirmIndependent Firm shall be set forth in a written statement delivered to Graco and Purchaser Parent and shall be final, Purchaser shall submit any unresolved elements of conclusive and binding on the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller)parties, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesabsent fraud or manifest error. (c) The CPA Firm If, following completion of the procedures described in Sections 3.2(a) and (b), the Final Closing Statement shows that an amount is due Purchaser Parent (because the Initial Purchase Price is greater than the final Purchase Price shown on the Final Closing Statement), Graco shall deliver its written determination promptly pay such difference to Purchaser and Seller no later Parent, in cash. If the Final Closing Statement shows that an amount is due Graco (because the Initial Purchase Price is less than the thirtieth final Purchase Price shown on the Final Closing Statement), Purchaser Parent shall promptly pay such excess to Graco, in cash. (30thd) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA FirmCapitalized terms used in this Section 3.2, but not defined herein shall be as defined or such longer period of time as the CPA Firm determines is necessaryused in Schedule 3.2(a).

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As soon as practicable after the Closing Date, but in any event not later than the 60th day after the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital consolidated balance sheet of the Newsprint Business Company and of Apache the Subsidiary as of the Closing Time (which shall be Date in the form set forth separately for each in Schedule 1.4, prepared in a manner consistent with the accounting methods and practices followed in the preparation of the Newsprint Business March Balance Sheet (the "CLOSING BALANCE SHEET"), and Apache, but as aggregated shall be referred to as a certificate of Seller that the “Closing Net Working Capital”) and shall be Balance Sheet has been prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and such manner. Purchaser shall assist Seller in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery preparation of the Closing Net Working Capital Statement Balance Sheet and shall provide Seller and its independent auditors access at all reasonable times to itthe personnel, complete its review properties, books and records of the Company and the Subsidiary for such purpose. Purchaser's independent auditors may participate in the preparation of the Closing Net Working Capital reflected on Balance Sheet; PROVIDED, HOWEVER, that Purchaser acknowledges that Seller shall have the primary responsibility and authority for preparing the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesBalance Sheet. (b) Within fifteen (15) days During the 30-day period following Purchaser’s submission 's receipt of the unresolved elements of Closing Balance Sheet, Purchaser and its independent auditors shall be permitted to review the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response working papers relating to the CPA Firm Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 30th day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Closing Balance Sheet (a "NOTICE OF DISAGREEMENT") to Seller prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Net Operating Assets not being calculated in accordance with this Section 1.4 and (iii) be accompanied by a certificate of Purchaser that it has complied with the covenants set forth in Section 1.4(e). If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Balance Sheet (as revised in accordance with this sentence) shall become final and binding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any unresolved elements disputed matters are finally resolved in writing by the Accounting Firm (as defined herein). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period, Seller and its auditors shall have access to the working papers of Purchaser and its auditors prepared in connection with their certification of the Notice of Disagreement. At the end of such 30-day period, Seller and Purchaser shall submit to a nationally recognized independent public accounting firm (the "ACCOUNTING FIRM") for review and resolution any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxxx Xxxxxxxx or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the calculation of Net Operating Assets was done in accordance with this Section 1.4, and whether there were mathematical errors in such calculation. The Accounting Firm is not to make any other determination. Seller and Purchaser agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission or, if earlier, as soon as reasonably practicable after submission. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such failure relatesdetermination is to be enforced. The cost of the fees and expenses of the Accounting Firm pursuant to this Section 1.4 shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. Each of Seller and Purchaser shall be responsible for the fees and disbursements of their respective independent auditors incurred as a result of this Section 1.4(b). (c) The CPA Firm Base Purchase Price shall deliver its written determination be increased by the amount by which Net Operating Assets (as finally determined in accordance with this Section 1.4) exceeds $132,353,000 or the Base Purchase Price shall be decreased by the amount by which Net Operating Assets (as finally determined in accordance with this Section 1.4) is less than $132,353,000, as the case may be. The Base Purchase Price as so increased or decreased shall hereinafter be referred to Purchaser and Seller no later as the "ADJUSTED PURCHASE PRICE". If the Closing Date Amount is less than the thirtieth (30th) day Adjusted Purchase Price, Purchaser shall, and if the Closing Date Amount is more than the Adjusted Purchase Price, Seller shall, within five business days after the remaining differences underlying Purchaser’s Objection are referred Closing Balance Sheet becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at a rate of six percent (6%), calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the CPA Firmdate of payment. Either party may, or in its discretion, make a payment to the other pursuant to this Section 1.4 prior to final determination of the Closing Balance Sheet for purpose of reducing the interest it may be obligated to pay pursuant to such longer period provision. (d) The term "NET OPERATING ASSETS" means the amount by which the sum of time (i) Trade Receivables Net, (ii) Inventories Net, (iii) Other Current Assets and (iv) Property, Plant & Equipment (before Accumulated Depreciation) exceeds the sum of (A) Trade Payables, (B) Other Accounts Payable, (C) Accrued Income Taxes-State, and (D) Other Accrued Expenses as set forth on the CPA Firm determines is necessaryClosing Balance Sheet.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following after the Closing Date, Seller Purchaser shall prepare, or cause to be prepared, and deliver to the Equityholders’ Representative a certificate of the Purchaser a signed by the Purchaser’s Chief Financial Officer certifying on behalf of Purchaser (and not individually) as to an unaudited statement (the “Closing Net Working Capital Purchaser Adjustment Statement”) which shall set setting forth (i) the Net Closing Working Capital of the Newsprint Business and of Apache as of 11:59 p.m., Eastern Time, on the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared Date determined in accordance with Seller’s past GAAP (except for any permitted exceptions therefrom described in the definition of Closing Working Capital) and in conformity with the same accounting methods, policies, practices practices, and procedures and in the same mannerprocedures, with consistent classification classification, judgments, and estimation methodology, as were used by the Financial Statements were preparedAcquired Companies in preparing the Company Financials, except that but, in any case, determined in accordance with GAAP, (ii) Purchaser’s calculation of the Excluded Assets Payoff Indebtedness outstanding as of immediately prior to the Closing (the “Closing Payoff Indebtedness”), (iii) the Purchaser’s calculation of all of the unpaid Transaction Expenses outstanding as of immediately prior to the Closing (the “Closing Transaction Expenses”) and (iv) the resulting adjustment to the Initial Purchase Price, if any, determined in accordance with Section 2.3(f) below. The Purchaser Adjustment Statement shall be prepared in a format consistent with the example set forth on Exhibit C attached hereto. (b) If the Equityholders’ Representative disputes any items included in the Closing Working Capital, the Closing Payoff Indebtedness or the Closing Transaction Expenses as calculated by Purchaser in the Purchaser Adjustment Statement, the Equityholders’ Representative shall deliver to Purchaser written notice of such dispute (the “Objection Notice”) within thirty (30) days of receipt of the Purchaser Adjustment Statement, which shall list with reasonable specificity the Equityholders’ Representative’s points of disagreement with the Purchaser Adjustment Statement. The Equityholders’ Representative’s failure to include any item listed on the Purchaser Adjustment Statement in the Objection Notice shall be deemed an acceptance of such items and the Newsprint Retained Obligations Purchaser Adjustment Statement shall be excludedfinal and binding upon Purchaser and the Sellers with respect to such items. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered Equityholders’ Representative’s failure to Purchaser. 1.9.2 Purchaser shall, provide an Objection Notice within thirty (30) days after the delivery receipt of the Closing Net Working Capital Purchaser Adjustment Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail be deemed an acceptance of such disagreement Purchaser Adjustment Statement and, as such, the Purchaser Adjustment Statement shall be final and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection binding upon Purchaser and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesSellers. (c) The CPA Firm shall deliver its written determination to If the Equityholders’ Representative delivers a timely Objection Notice, and Purchaser and Seller no later than the thirtieth (30th) day after Equityholders’ Representative are able to resolve the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.dispute within thirty

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following In the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (event that the “Closing Net Working Capital Statement”) which shall set forth as reflected on the Net Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apachedecrease, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared if any, in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after as reflected on the delivery Audited Closing Balance Sheet from the amount of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Preliminary Closing Net Balance Sheet or (ii) the amount, if any, by which the Working Capital Statementreflected on the Audited Closing Balance Sheet is less than the Working Capital Target. If Purchaser wishes Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to dispute reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Net Balance Sheet from the amount of Working CapitalCapital reflected on the Preliminary Closing Balance Sheet, Purchaser provided, however, that in no event shall notify Seller in writing in reasonable detail such upward adjustment exceed the total amount of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments adjustment to the Closing Net Working Capital that Purchaser believes should be madePurchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the Purchase Price, on or before the last day of such thirty (30) day periodif any, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed paid by Seller to be accepted Global from the Escrow Sum (or, at Seller's option, in cash) or by Purchaser. Seller shall then have thirty (30) days Global to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of as the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm case may be, in immediately available funds within ten (10) business days after the conclusion of delivery of the Negotiation PeriodAudited Closing Balance Sheet, either unless the Seller or Purchaser may request that disputes any items on the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”)Audited Closing Balance Sheet, who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under in which any dispute case it shall be submitted to the CPA Firm shall be as follows: (a) Within paid within ten (10) business days after the later of (i) Independent Accountants finally determine the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Sellerdisputed item(s), supported by any documents and/or affidavits upon which it relies. Failure and Global delivers to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect Seller an Audited Closing Balance Sheet modified to any unresolved element to which reflect such failure relatesdetermination. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Purchaser shall prepare and present to Seller a draft of the balance sheet establishing the actual Net Working Capital (as finally determined pursuant to the terms of this Section 2.4(a), the “Closing Date Statement”) promptly, but not more than sixty (60) calendar days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “. The Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and Date Statement shall be prepared in accordance with Seller’s past accounting methods, policiesGAAP and the same principles, practices and procedures and used in preparing the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto. The balance for inventory to be set forth on the Closing Date Statement may shall be based on the results of a full physical count of all inventory owned by the Company (the “Physical Inventory”) to be taken on or around the Closing Date, but in no event later than five (5) Business Days subsequent to the Closing Date. The Physical Inventory shall be taken and documented in reasonable detail by the Company and shall be observed by the Purchaser (or its representatives) and also shall be observed, at the Seller’s option, by the Seller (or its representatives). For purposes of computing Net Working Capital as of the Closing Date, the Physical Inventory quantities shall be valued at the lower of cost or market (which shall not exceed net realizable value) and net of any applicable inventory reserves, utilizing costing methods in accordance with GAAP consistently applied. Each party shall bear its own expenses with respect to the Physical Inventory. Seller, together with its representatives and accountants, shall have the right to review the work papers of Purchaser and Purchaser’s accountants utilized in preparing the Closing Date Statement for purposes of verifying the accuracy of the presentation of the Closing Date Statement. If Seller shall not have notified Purchaser in a reasonably detailed written statement describing any objections to the Closing Date Statement within forty-five (45) calendar days after its receipt by Seller, the Closing Date Statement shall be amended by deemed to be final. If Purchaser and Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, cannot agree on the Closing Date Statement within thirty forty-five (3045) calendar days after the delivery of the Closing Date Statement to Seller by Purchaser, the parties shall submit the dispute to a mutually acceptable accounting firm (the “Reviewing Accountants”), whose determination shall be binding on the parties. The fees of such Reviewing Accountants shall be split equally between Purchaser and Seller. (b) In the event the actual Net Working Capital Statement to it, complete its review as of the Closing Date is less than the Estimated Net Working Capital reflected on Value, the Closing Purchase Price shall be adjusted downward, dollar-for-dollar, by the extent to which the Estimated Net Working Capital Statement. If Purchaser wishes to dispute Value exceeds the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing actual Net Working Capital that Purchaser believes should be made, on or before Value (the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection“Downward Purchase Price Adjustment”). Any items on In the Closing event the actual Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to value is less than the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Target Net Working Capital requires adjustment. The procedure Value and schedule under which any dispute the actual Net Working Capital value is greater than the Estimated Net Working Capital Value, then the Purchase Price shall be submitted adjusted upward, dollar-for-dollar, by the extent to which the CPA Firm shall be as follows: (a) Within ten (10) days after the later lower of (i) the end of the Negotiation Period and actual Net Working Capital value or (ii) the selection of Target Net Working Capital Value, exceeds the CPA Firm, Purchaser shall submit any unresolved elements of Estimated Net Working Capital Value (the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller“Upward Purchase Price Adjustment”), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm In satisfaction of the Upward Purchase Price Adjustment, if any, pursuant to Section 2.4(b) hereto, Purchaser shall deliver pay to Seller such amount in immediately available funds within three (3) Business Days of the date in which the final Closing Date Statement is determined pursuant to Section 2.4(a) hereto. In satisfaction of the Downward Purchase Price Adjustment, if any, pursuant to Section 2.4(b) hereto, Purchaser shall be paid such amount from the Escrow Agreement after its written determination notice to the Escrow Agent and Seller, and Seller shall pay to Purchaser and Seller no later than any remaining balance in immediately available funds within three (3) Business Days of the thirtieth (30thdate in which the Closing Date Statement is finally determined pursuant to Section 2.4(a) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryhereto.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Not more than 60 days after the Closing, Purchaser shall prepare and deliver to Seller a schedule (the "Working Capital Schedule") showing (i) the calculation of the actual Closing Working Capital of XXXXX; (ii) the amount, if any, by which the Closing Working Capital exceeds the Estimated Working Capital (a "Reconciliation Adjustment in Favor of Seller"); and (iii) the amount, if any, by which the Estimated Working Capital is less than the Closing Working Capital (a "Reconciliation Adjustment in Favor of Purchaser"). (b) The proposed actual Closing Working Capital shown in the Working Capital Schedule shall become final and binding upon the parties unless, within 30 days of delivery of the Working Capital Schedule, Seller shall notify Purchaser of its objection thereto. If within 30 days following the receipt of such notice by Seller any of such differences shall not have been resolved, such unresolved issues shall be referred to a nationally recognized firm of independent certified public accountants, mutually acceptable to the parties, for resolution, whose opinion thereon and the resulting actual Closing DateWorking Capital shall be final, binding and not subject to any appeal. The fees and expenses of such public accounting firm shall be paid one-half by Purchaser and one-half by Seller. (c) On the applicable date referred to in Section 2.4(d), (i) if there is a Reconciliation Adjustment in Favor of Seller, Purchaser shall (x) pay to Seller a cash amount equal to 50% of the Reconciliation Adjustment in Favor of Seller and (y) deliver to the Seller a certificate evidencing such number of shares of AMSC Common Stock having, in aggregate, a Market Value on the Closing Date equal to 50% of the Reconciliation Adjustment in Favor of Seller; and (ii) if there is a Reconciliation Adjustment in Favor of Purchaser, Seller shall prepare, or cause to be prepared, and deliver (i) pay to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital cash amount equal to 50% of the Newsprint Business Reconciliation Adjustment in Favor of Purchaser and (y) deliver to the Purchaser a stock certificate endorsed in blank such number of Apache shares of AMSC Common Stock having, in aggregate, a Market Value on the Closing Date equal to 50% of the Reconciliation Adjustment in Favor of Purchaser. Any such payment is hereinafter referred to as a "Final Payment." In the event that the Escrow Agent holds any cash at the time of the Final Payment, such payment to the Seller or such payment by the Seller, as applicable, shall instead be made to or by the Escrow Agent. Notwithstanding the foregoing, in the event that any issuance to Seller of shares of AMSC Common Stock under this Section 2.4 would, when taken together with the issuance to Seller of shares of AMSC Common Stock under Section 2.2, cause the number of such shares issued to Seller in the aggregate to exceed 19.95% of the total number of shares of AMSC Common Stock outstanding as of the date of the proposed issuance of shares under this Section 2.4(c) (including the shares to be so issued), AMSC shall deliver to Seller AMSC Warrants to purchase that number of shares of AMSC Common Stock equal to the difference between (i) the number of total shares which would be delivered pursuant to Section 2.2 and this Section 2.4 but for this sentence and (ii) that number of shares equal to 19.95% of the total number of shares of AMSC Common Stock outstanding as of the Closing Time Date. (which d) Any Final Payment shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be made as follows: (a) Within ten (10) days after the later of : (i) the end cash portion of any Final Payment shall be made by wire transfer of immediately available funds within 5 Business Days after its determination in accordance with this Section 2.4, to an account specified by the Negotiation Period party to receive such Final Payment; and (ii) the selection portion of any Final Payment payable in AMSC Common Stock shall be made by transferring the CPA Firmstock certificate(s) representing such shares (and, Purchaser shall submit any unresolved elements of the Purchaser’s Objection if applicable, stock powers executed in blank), within five Business Days after its determination in accordance with this Section 2.4, to the CPA Firm in writing (with a copy party to Seller), supported by receive such Final Payment. All such shares shall be delivered free and clear of any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesLiens. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) Buyer shall prepare and deliver to Parent within ninety (90) days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Date a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the its calculation of Net Working Capital of the Newsprint Business Capital, Cash, Indebtedness, and of Apache Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as of the Closing Reference Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) ,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be prepared permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes of evaluating Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with Seller’s past accounting methods, policies, practices and such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants. (b) Within thirty (30) days after the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserParent pursuant to Section 2.05(a), Parent shall deliver to Buyer either (i) a written acknowledgement accepting the Closing Statement and the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein or (ii) a written report setting forth in reasonable detail Parent’s objections and any proposed adjustments to the Closing Statement and the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, along with reasonably detailed supporting documentation (the “Adjustment Report”). If Parent fails to respond to Buyer within such thirty (30) day period, Parent shall be deemed to have irrevocably accepted and agreed to the Closing Statement, including the calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, as set forth therein. 1.9.2 Purchaser shall(c) Following Buyer’s receipt of the Adjustment Report, if any, the parties shall work in good faith to resolve Parent’s objections set forth therein and the calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable. In the event Parent and Buyer fail to agree on the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, within thirty (30) days after Buyer receives the delivery of Adjustment Report (or such longer period as they may mutually agree), then Parent and Buyer agree to submit any remaining disputed amounts to Ernst & Young LLP, or if such firm is unable or unwilling to act, another internationally recognized independent accounting or valuation firm mutually acceptable to Buyer and Parent (the Closing Net “Working Capital Statement to it, complete its review Accounting Firm”) for computation or verification in accordance with the terms of this Agreement. Buyer and Parent shall direct the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days Accounting Firm to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items matters remaining in dispute and, within thirty (30) days following Seller’s receipt of Purchaser’s Objection its engagement (or within the “Negotiation Period”shortest time frame as the Working Capital Accounting Firm agrees), deliver a written report to Buyer and Parent setting forth its determination of the proper amounts of such disputed matters. Buyer and Parent shall enter into a customary and reasonable engagement letter with the Working Capital Accounting Firm. The Working Capital Accounting Firm shall consider only the disputed matters that were included in the Adjustment Report that Buyer and Parent were unable to resolve. Each of Buyer and Parent shall be entitled to make a presentation to the Working Capital Accounting Firm regarding the items and amounts that they are unable to resolve, but neither Buyer nor Parent shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition meet or have any conversations separately with the Working Capital Accounting Firm (other than an conversations limited to the submission of a request for documents or information by the Working Capital Accounting Firm to such party) without the other party’s prior written consent. Each of Buyer and Parent may also furnish to the Working Capital Accounting Firm such other information and documents as it deems relevant or such information and documents as may be requested by the Working Capital Accounting Firm; provided, that it delivers a copy thereof substantially simultaneously to the other party. In making its determination, the Working Capital Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, the methodology for calculating such amounts, and the terms of this Section 2.05(c), (ii) take into account only the Closing Statement, the Adjustment Report, and information and documents provided to the Working Capital Accounting Firm by or on behalf of Buyer or Parent (i.e., not on the basis of independent accounting firm utilized by review) and (iii) not assign any of Sellervalue with respect to a disputed amount that is in excess of, Apache or Purchaser less than, the greatest or any Affiliate of any lowest value, respectively, claimed for such item in the Closing Statement or the Adjustment Report. Buyer and Parent shall cooperate with the Working Capital Accounting Firm in connection with its determination pursuant to this Section 2.05 and, without limiting the generality of the foregoing within foregoing, Buyer and Parent shall, and shall cause their accountants to, provide the past three (3) years) Working Capital Accounting Firm all reasonable and timely access to the work papers and other books and records and information as reasonably necessary for the Working Capital Accounting Firm to perform its function as arbitrator; provided that the accountants of Buyer shall not be obligated to make any work papers or other books and records or information available to the Working Capital Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Working Capital Accounting Firm has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to both Seller such accountants. The remedies provided in this Section 2.05(c) shall be the exclusive remedy for resolving disputes related to the determination of Closing Working Capital, Closing Cash, Closing Indebtedness, and Purchaser Closing Net Intercompany Receivable or if Seller Closing Net Intercompany Payable, as applicable, and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion decision of the Negotiation Period, either Seller or Purchaser may request that the Chairman Working Capital Accounting Firm shall be final and binding on Parent and Buyer absent manifest error. All negotiations pursuant to this this Section 2.05(c) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the American Arbitration Association (or Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the nominated representative Working Capital Accounting Firm, and the dispute resolution proceedings under this Section 2.05(c), shall be treated as confidential information. The costs and expenses of the ChairmanWorking Capital Accounting Firm for its services rendered pursuant to this Section 2.05(c) appoint a third party accounting firm meeting shall be borne by Parent, on the aforementioned requirements one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to resolve the dispute Working Capital Accounting Firm. (d) The date on which the accounting firm selected being Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, are finally determined pursuant to this Section 2.05 shall hereinafter be referred to as the “CPA FirmSettlement Date.”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent (e) If (i) Closing Working Capital plus Closing Cash minus Closing Indebtedness plus Closing Net Intercompany Receivable, if anyapplicable, the minus Closing Net Intercompany Payable, if applicable, as finally determined pursuant to this Section 2.05 exceeds (ii) Estimated Working Capital requires adjustmentplus Estimated Cash minus Estimated Indebtedness plus Estimated Net Intercompany Receivable, if applicable, minus Estimated Net Intercompany Payable, if applicable, then Buyer shall pay to Parent such excess. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows:If (ai) Within ten Closing Working Capital plus Closing Cash minus Closing Indebtedness plus Closing Net Intercompany Receivable, if applicable, minus Closing Net Intercompany Payable, if applicable, as finally determined pursuant to this Section 2.05 is less than (10ii) days after the later of Estimated Working Capital plus Estimated Cash minus Estimated Indebtedness plus Estimated Net Intercompany Receivable, if applicable, minus Estimated Net Intercompany Payable, if applicable, then Parent shall pay to Buyer such deficit. (f) Any payment required pursuant to (i) the end first sentence of Section 2.05(e) shall be made within five (5) Business Days after the Negotiation Period and Settlement Date by the transfer of immediately available funds to a bank account designated by Parent in writing to Buyer within three (3) Business Days after the Settlement Date, or (ii) the selection second sentence of Section 2.05(e) shall be made within five (5) Business Days after the CPA Firm, Purchaser Settlement Date by the transfer of immediately available funds to a bank account designated by Buyer in writing to Parent within three (3) Business Days after the Settlement Date. All such payments shall submit any unresolved elements of the Purchaser’s Objection be considered an adjustment to the CPA Firm in writing (with a copy to Seller)Purchase Price, supported by including for purposes of any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) aboveTax, Seller shall submit its response and this adjustment to the CPA Firm Purchase Price will include any applicable VAT in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred relation to the CPA Firm, or such longer period of time Purchase Price as the CPA Firm determines is necessaryprovided in Section 7.08.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As promptly as practicable, but no later than 75 days following after the Closing Date, Seller Buyer shall prepare, prepare and deliver or cause to be prepared, prepared and deliver delivered to Purchaser the Seller Representative a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description Buyer's reasonable and good faith calculation of the basis of Purchaser’s Objection and the adjustments to (i) the Closing Net Working Capital that Purchaser believes should be madeCash, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if anyIndebtedness, the Closing Net Working Capital requires adjustmentAdjustment, and the Closing Unpaid Transaction Expenses and (ii) using the amounts referred to in the preceding clause (i), the resulting Purchase Price, with each of the foregoing prepared in good faith in accordance with the terms of this Agreement, along with reasonable supporting information used by the Buyer in the preparation of the Closing Statement. (b) If Buyer fails to timely deliver the Closing Statement in accordance with Section 2.05(a), then, at the Seller Representative’s election, either (i) the Estimated Closing Statement, including the Company’s calculation of the Purchase Price set forth therein, shall be final and binding upon Buyer and the Sellers or (ii) the Seller Representative shall submit the Estimated Closing Statement to the Accounting Referee, together with a notice specifying those items or amounts therein as to which the Seller Representative believes in good faith are no longer correct in light of information learned after submission of the Estimated Closing Statement based on appropriate supporting documentation and the Seller Representative’s resulting calculation of the Purchase Price, and shall cause the Accounting Referee to promptly review this Agreement and such items or amounts for the purpose of calculating the Purchase Price. The procedure Accounting Referee’s review and schedule under which any dispute report pursuant to the immediately preceding clause (ii) shall be submitted performed in accordance with the applicable provisions of Section 2.05(e), mutatis mutandis, except that the Accounting Referee’s review shall be limited to those items or amounts specified in the Seller Representative’s notice delivered pursuant to the CPA Firm immediately preceding clause (ii), and shall be based solely on written materials, presentations and arguments submitted and/or made by the Seller Representative (which shall promptly be made available to Buyer, as follows:well as any written materials, presentations and arguments submitted and / or made by Buyer (which shall be promptly made available to Seller Representative)). (ac) Within ten (10) If Buyer timely delivers the Closing Statement in accordance with Section 2.05(a), and the Seller Representative disagrees with Xxxxx's calculation of the Purchase Price set forth in the Closing Statement, the Seller Representative may, within 45 days after receipt of the later Closing Statement, deliver written notice (a “Notice of Disagreement”) to Buyer disagreeing with Xxxxx's calculation of the Purchase Price set forth in the Closing Statement, and specifying, in reasonable detail the Seller Representative's calculation of the Purchase Price. If the Seller Representative does not deliver a Notice of Disagreement within such 45-day period, then the parties agree that the Closing Statement delivered by Buyer shall become final and binding on the parties hereto. (d) Any Notice of Disagreement shall specify those items or amounts as to which the Seller Representative disagrees (each, a “Disputed Matter”), and the Seller Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Statement. Buyer and the Seller Representative shall, within three Business Days after delivery of the Notice of Disagreement, deliver to the Escrow Agent irrevocable instructions giving effect to any payments or releases provided for by Section 2.05(h) or Section 2.05(i) in accordance with the terms of the Escrow Agreement, solely to the extent applicable in light of the extent to which the Seller Representative has agreed with Buyer's calculation of the Purchase Price set forth in the Closing Statement (it being understood and agreed that, for the avoidance of doubt, the amount remaining in the General PPA Escrow Account following any such payments or releases shall be equal to the lesser of (i) the end difference between the Seller Representative's calculation of the Negotiation Period Purchase Price set forth in the Notice of Disagreement and Buyer's calculation of the Purchase Price set forth in the Closing Statement and (ii) the selection of amount in the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to SellerGeneral PPA Escrow Account), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (be) Within fifteen If the Seller Representative delivers a Notice of Disagreement, Buyer and the Seller Representative shall, during the 15 days after delivery thereof, use their commercially reasonable efforts to reach agreement on the Disputed Matters in order to determine the Purchase Price, which amount shall not be more than the Purchase Price set forth in the Notice of Disagreement nor less than the Purchase Price set forth in the Closing Statement. If Buyer and the Seller Representative are unable to reach agreement as to the Purchase Price during such period, either such party may thereafter cause Xxxxx Xxxxxxxx LLP, or if Xxxxx Xxxxxxxx LLP is unwilling or unable to serve in such capacity, another independent accounting firm of nationally recognized standing reasonably satisfactory to Buyer and the Seller Representative (15which shall not have any material relationship with Buyer, the Sellers or any of their respective Affiliates) days following Purchaser’s submission (the “Accounting Referee”), to promptly review this Agreement and the Disputed Matters for the purpose of calculating the Purchase Price. In making such calculation, the Accounting Referee shall be bound by the terms of this Agreement, including the definitions of the unresolved elements Closing Cash, the Closing Indebtedness, the Closing Net Working Capital Adjustment, the Closing Unpaid Transaction Expenses and the Purchase Price, and the terms of this Section 2.05(e), shall consider only the Disputed Matters and shall not assign a value to any Disputed Matter greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any party, in each case as set forth in the Closing Statement or the Notice of Disagreement, as applicable, absent fraud or manifest error. The Accounting Referee's determination of any Disputed Matter shall be based solely on written materials, presentations and arguments submitted and/or made by Xxxxx and the Seller Representative (i.e., shall not be based on an independent review). The Accounting Referee shall deliver to Buyer and the Seller Representative, as promptly as practicable, a report setting forth its calculation of the Purchaser’s Objection as specified Disputed Matters and the Purchase Price. Such report shall be final and binding upon Buyer and the Sellers. The fees, costs and expenses of the Accounting Referee pursuant to this Section 2.05 shall be borne by Xxxxx, on the one hand, and the Sellers, on the other hand, in sub-clause (a) above, Seller shall submit its response proportion to the CPA Firm final allocation made by the Accounting Referee of the Disputed Matters weighted in writing relation to the claims made by the Sellers and Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Sellers claim that the appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Accounting Referee ultimately resolves the Disputed Matters by awarding to the Sellers $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Referee shall be allocated thirty percent (30%) (i.e., 300 divided by 1,000) to Buyer and seventy percent (70%) (i.e., 700 divided by 1,000) to the Sellers. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with a copy to Purchaser), supported resolving any Disputed Matter before the Accounting Referee shall be borne by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which the party incurring such failure relatescost or expense. (cf) The CPA Firm shall deliver For the purpose of complying with the terms set forth in Section 2.05(a) and Section 2.05(e), each of Buyer and the Seller Representative agrees that it shall, and agrees to use reasonable best efforts to cause their respective Representatives and, in the case of Buyer, the Surviving Company and its written determination Subsidiaries to, cooperate with and make available to Purchaser each other and Seller no later than their respective Representatives all information books, records, data, work papers (subject to execution of customary access letters) and personnel during normal business hours, as may be reasonably requested in connection with the thirtieth (30th) day after preparation and review of the remaining differences underlying Purchaser’s Objection are referred to Closing Statement and the CPA Firm, or such longer period resolution of time as the CPA Firm determines is necessaryany disputes thereunder.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller shall prepareBuyers will prepare and deliver, or cause to be preparedprepared and delivered, and deliver to Purchaser DSI a net working capital statement (the “Closing Net Working Capital Statement”) which shall set ), setting forth the calculation of the Net Working Capital of the Newsprint Business and of Apache as of the Closing Effective Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall ). The Working Capital Statement will be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in GAAP using the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered principles of preparation used to Purchaserprepare Schedule 3.3(a). 1.9.2 Purchaser shall, within thirty (30b) Within 30 days after the delivery following receipt by DSI of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes , DSI may deliver written notice (an “Objection Notice”) to Buyers of any dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements has with respect to the determination preparation or content of such statement. An Objection Notice must describe in reasonable detail the foregoing items contained in the Working Capital Statement that DSI disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by all Seller Parties. If DSI does not deliver an Objection Notice with respect to the Working Capital Statement within thirty (such 30) -day period, such statement will be final, conclusive and binding on the Parties. If DSI delivers a timely Objection Notice, Buyers and DSI will negotiate in good faith to resolve such dispute. If Buyers and DSI, notwithstanding such good faith effort, fail to resolve such dispute within 30 days following Seller’s receipt of Purchaser’s after DSI delivers an Objection Notice, then Buyers and DSI, jointly, will engage Ernst & Young LLP (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect or if such firm is unable or unwilling to the remaining differences so submitted, whether and to what extent, if anyact in such capacity, the Closing Net Working Capital requires adjustmentArbitration Firm will be such other firm selected by agreement of Buyers and DSI to resolve such dispute. The procedure and schedule under which As promptly as practicable thereafter (and, in any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) event, within 30 days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Arbitration Firm’s engagement), Purchaser shall DSI will submit any unresolved elements of the Purchaser’s Objection its objection to the CPA Arbitration Firm in writing (with a copy to SellerBuyers), supported by any documents and/or affidavits and arguments upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to As promptly as practicable thereafter (and, in any unresolved element to which such failure relates. (b) Within fifteen (15) event, within 15 days following PurchaserDSI’s submission of the such unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) aboveelements, Seller shall Buyers will submit its their response to the CPA Arbitration Firm in writing (with a copy to Purchaser), DSI) supported by any documents and/or affidavits and arguments upon which it relies. Failure Buyers and DSI will request that the Arbitration Firm render its determination within 15 days following its receipt of Buyers’ response. The scope of the disputes to timely do so shall constitute an acceptance be resolved by Seller with respect the Arbitration Firm is limited to the unresolved items on the Objection Notice. In resolving any disputed item, the Arbitration Firm may not assign a value to any unresolved elements to which item greater than the greatest value claimed for such failure relatesitem by Buyers or DSI or less than the smallest value claimed for such item by Buyers or DSI. Buyers and DSI will share equally the fees and expenses of the Arbitration Firm. All determinations made by the Arbitration Firm will be final, conclusive and binding on all of the Parties, absent manifest error. (c) For purposes of complying with the terms set forth in this Section 3.3, each Party will cooperate with and make available to the other Parties and their representatives all information, records, data and working papers and will permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Working Capital Statement and the resolution of any disputes under the Working Capital Statement. (d) Within five Business Days after the date on which Closing Working Capital has been finally determined pursuant to this Section 3.3, the Closing Payment will be recalculated by substituting Closing Working Capital for Estimated Working Capital in the definition of “Closing Payment” contained in Section 3.2(a). The CPA Firm shall deliver its written determination resulting Closing Payment, as finally determined pursuant to Purchaser and Seller no later the application of this Section 3.3(d), is referred to herein as the “Final Closing Payment.” (i) If the Closing Payment, determined pursuant to Section 3.2(a) as of the Closing, is greater than the thirtieth (30th) day Final Closing Payment, then the Closing Payment will be adjusted by the amount of such shortfall and the payment due from Sellers to Buyers will first be made from the Holdback Amount. If the payment due from Sellers is greater than the Holdback Amount, Buyers will retain the entire Holdback Amount, and the amount due from Sellers exceeding the Holdback Amount will be paid by Sellers to Buyers by bank wire transfer of immediately available funds to an account designated in writing by Buyers within five Business Days after the date on which the Final Closing Payment is finally determined pursuant to this Section 3.3(d). If the payment due from Sellers is less than the Holdback Amount, Buyers will retain the amount due from Sellers out of the Holdback Amount and the remaining differences underlying Purchaser’s Objection are referred portion of the Holdback Amount will be paid by Buyers to DSI by bank wire transfer of immediately available funds to an account designated in writing by DSI within five Business Days from the date on which the Final Closing Payment is finally determined pursuant to this Section 3.3(d). (ii) If the Final Closing Payment is greater than the Closing Payment determined pursuant to Section 3.2(a) as of the Closing, then (x) the Closing Payment will be adjusted by the amount of such excess and Buyers will pay or cause to be paid to DSI by bank wire transfer of immediately available funds an amount in cash equal to such excess to an account designated in writing by DSI, within five Business Days from the date on which the Final Closing Payment is finally determined pursuant to this Section 3.3(d) and (y) Buyers will pay or cause to be paid to DSI the Holdback Amount to the CPA Firmsame account. (iii) For the avoidance of doubt, or any amount payable by Buyers under this Section 3.3 shall be payable to DSI, and no portion of such longer period of time as the CPA Firm determines is necessaryamount shall be payable to DSI Limited.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following the Closing Date, Seller The Purchaser shall preparedeliver, or cause to be prepareddelivered, to the Seller, as soon as practicable, but in no event more than forty-five (45) days after the Closing Date, a preliminary statement prepared in good faith and deliver to Purchaser a statement in the same form as the Estimated Closing Statement (the “Preliminary Statement”) setting forth (i) the calculation of (A) the Closing Date Net Working Capital Statement”Amount, (B) which shall the Closing Cash, (C) the Closing Indebtedness and (D) the Selling Expenses, along with reasonable supporting detail to evidence the calculations of such amounts and (ii) on the basis of the foregoing, a calculation of the Aggregate Purchase Price. The Preliminary Statement and all of the calculations set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and therein shall be prepared in accordance with Seller’s GAAP applied in a manner consistent with past accounting methods, policies, practices and procedures the Agreed Accounting Principles. (b) The Seller shall have forty-five (45) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). During the Review Period, the Seller shall have reasonable access during normal business hours to the books and records, personnel and advisors of each Company Entity and its Subsidiaries to the extent reasonably required in connection with such review. If the Seller objects to any aspect of the Preliminary Statement, the Seller must deliver a written notice of such objection (the “Objection Notice”) to the Purchaser on or prior to the expiration of the Review Period, which notice shall specify in reasonable detail those items or amounts in the same mannerPreliminary Statement as to which the Seller disagrees (the “Disputed Items”). If the Seller delivers an Objection Notice to the Purchaser prior to the expiration of the Review Period as provided in this Section 1.4(b), with consistent classification the Purchaser and estimation methodologythe Seller shall, for a period of thirty (30) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters contained therein, and any written resolution, signed by each of the Purchaser and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. In the Financial Statements were preparedevent the Seller does not deliver an Objection Notice to the Purchaser as provided in this Section 1.4(b) prior to the expiration of the Review Period, except that the Excluded Assets Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement (and the Newsprint Retained Obligations calculations and amounts therein) or undisputed portions thereof (as the case may be) (and the corresponding Final Statement and Final Aggregate Purchase Price calculated on the basis thereof) shall be excludedfinal, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Purchaser and the Seller have not reached an agreement with respect to all disputed matters contained in the Objection Notice, then within ten (10) Business Days thereafter, the Purchaser and the Seller shall submit for resolution those of such matters remaining in dispute to PricewaterhouseCoopers LLP, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (as the case may be, the “Neutral Arbitrator”). The Closing Net Working Capital Statement may Neutral Arbitrator shall act as an arbitrator to resolve (based solely on the written presentations of the Purchaser and the Seller and not be amended by independent review) only those matters submitted to it in accordance with the first sentence of this Section 1.4(c). The Purchaser and the Seller after it is delivered shall direct the Neutral Arbitrator to Purchaser. 1.9.2 Purchaser shall, render a resolution of all such disputed matters within thirty (30) days after its engagement or such other period agreed upon in writing by the delivery Purchaser and the Seller. The resolution of the Closing Net Working Capital Statement Neutral Arbitrator shall be set forth in a written statement delivered to it, complete its review each of the Closing Net Working Capital reflected on Purchaser and the Closing Net Working Capital Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder, absent fraud or manifest error. The Preliminary Statement. If Purchaser wishes , once modified and/or agreed to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”accordance with Section 1.4(b) and/or this Section 1.4(c), setting forth a specific description shall become the “Final Statement,” and the calculation of Aggregate Purchase Price on the basis of Purchaser’s Objection the calculations and amounts set forth in the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it Final Statement is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA FirmFinal Aggregate Purchase Price.” (d) All fees and expenses relating to the work performed by the Neutral Arbitrator shall be borne by the Purchaser, on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Neutral Arbitrator. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Arbitrator shall be borne by the Party incurring such cost and expense. (e) If the Estimated Aggregate Purchase Price exceeds the Final Aggregate Purchase Price (the amount of such excess, the “Downward Adjustment Amount”), who then the Seller and the Purchaser shall determine, only with respect promptly execute and deliver a written instruction to the Escrow Agent to (i) make a disbursement of the Downward Adjustment Amount to the Purchaser, first, from the Working Capital Escrow Amount, and, to the extent the Downward Adjustment Amount exceeds the Working Capital Escrow Amount, thereafter from the Indemnity Escrow Amount, and (ii) make a the disbursement of the remaining differences so submitted, whether and to what extentamount of the Working Capital Escrow Amount, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows:Seller (or one or more accounts designated by the Seller). (af) Within ten If the Final Aggregate Purchase Price exceeds the Estimated Aggregate Purchase Price (10) days after the later amount of such excess, the “Upward Adjustment Amount”), then (i) the end Purchaser shall pay, within three (3) Business Days after the date on which the Preliminary Statement becomes the Final Statement, by wire transfer of immediately available funds, to the Negotiation Period Seller (or one or more accounts designated by the Seller) an amount equal to the Upward Adjustment Amount, and (ii) the selection Seller and the Purchaser shall promptly execute and deliver a written instruction to the Escrow Agent to make a disbursement of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection Working Capital Escrow Amount to the CPA Firm in writing Seller (with a copy to or one or more accounts designated by the Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As promptly as practicable, but in any event within 90 calendar days following the Closing Date, Seller the Sellers shall prepare, or cause to be prepared, and deliver to the Purchaser a written statement indicating the amount of (i) the Mexican Net Debt as of the Closing Date immediately prior to the Closing (the “Closing Statement of Mexican Net Debt”) and (ii) Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time Date immediately prior to the Closing, (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Statement of Net Working Capital”) and shall be prepared ), in each case, valued in accordance with Seller’s past accounting methods, policies, practices the Rhodia Group Accounting Principles. The Purchaser shall cause its and procedures its Affiliates’ respective officers and employees to assist and cooperate with the Sellers and PricewaterhouseCoopers LLP (in the same mannercapacity of Sellers’ accountants, the “Sellers’ Accountants”) in connection with consistent classification and estimation methodology, as the Financial Statements were prepared, except that preparation of the Excluded Assets Closing Statement of Mexican Net Debt and the Newsprint Retained Obligations shall be excluded. The Closing Statement of Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserCapital. 1.9.2 (b) If the Purchaser shalldisagrees with either the determination of the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital, the Purchaser shall notify the Sellers in writing of such disagreement within thirty (30) days after the 60-day period immediately following the delivery of the Closing Statement of Mexican Net Working Capital Statement to it, complete its review of Debt or the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Statement of Net Working Capital, as the case may be, which notice shall describe the nature of any such disagreement; provided, however, that the Purchaser shall only be entitled to disagree with any valuation made by the Sellers for the reason that the amounts reflected therein were not determined on the basis of, or using the same accounting policies, principles, methodologies and preparations as, the Rhodia Group Accounting Principles, including any amounts reflected therein that are incorrect due to mathematical errors. During the 60-day period of its review, the Purchaser shall have reasonable access to any documents, schedules or work papers used in the preparation of the Closing Statement of Mexican Net Debt and the Closing Statement of Net Working Capital. The Purchaser agrees that any failure by it to notify Seller in writing in reasonable detail the Sellers of any such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description prior to the expiration of the basis 60-day period immediately following the delivery of Purchaser’s Objection and the adjustments to the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital that Purchaser believes should be madeCapital, on or before as the last day of such thirty (30) day periodcase may be, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Sellers shall be irrevocably deemed to be accepted an acceptance by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and the Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt Closing Statement of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (Mexican Net Debt or the nominated representative Closing Statement of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to Net Working Capital, as the “CPA Firm”)case may be, who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal waiver of any right by the Purchaser to dispute such Closing Statement of Mexican Net Debt or Closing Statement of Net Working Capital, as the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission case may be, for purposes of this Section 2.08. Any item not disputed by the unresolved elements of the Purchaser’s Objection Purchaser as specified in sub-clause (a) above, Seller described above shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesbe final and conclusive. (c) The CPA Firm Sellers and the Purchaser agree to negotiate in good faith to resolve any such disagreements regarding the determination of both the Closing Statement of Mexican Net Debt and the Closing Statement of Net Working Capital, and any resolution of such disagreement agreed to in writing by the Sellers and the Purchaser shall be final and binding upon the Parties. If the Sellers and the Purchaser are unable to resolve such disagreement identified by the Purchaser pursuant to Section 2.08(b) within 30 days after delivery to the Sellers of written notice of such disagreement by the Purchaser, then the disputed matters shall be referred to Deloitte & Touche LLP for final determination. If Deloitte & Touche LLP is unable to serve or shall decline or is not, at the time of such referral, independent of the Sellers and the Purchaser, the Sellers and the Purchaser shall jointly select an arbitrator from an internationally recognized accounting firm that is not the independent auditor for either the Sellers or the Purchaser and has not performed any other material services for either the Sellers or the Purchaser during the year preceding its selection nor agreed to perform services in the future; provided, however, that if the Sellers and the Purchaser are unable to select such an arbitrator within 45 days after delivery of written notice of a disagreement, the Center for International Expertise of the International Chamber of Commerce shall make such selection at the request of any Party (the Arbitrator or Deloitte & Touche LLP or any other internationally recognized accounting firm so selected shall be referred to herein as the “Arbitrator”). The Arbitrator shall only consider those items and amounts as to which the Sellers and the Purchaser have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Arbitrator shall select as a resolution for each disputed matter the position of either the Sellers or the Purchaser (based solely on presentations and supporting material provided by the parties and not pursuant to any independent review) and may not impose an alternative resolution. The Arbitrator shall deliver to the Sellers and the Purchaser, as promptly as practicable and in any event within 45 days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital, as the case may be, determined in accordance with the terms of this Agreement. Such report shall be final and binding upon the Parties to Purchaser the fullest extent permitted by applicable law and Seller no later than may be enforced in any court having jurisdiction. The fees and expenses of the thirtieth Arbitrator shall be allocated between the Sellers, on the one hand, and the Purchaser, on the other hand, in the same proportion that the total amount of unsuccessfully disputed items of each party (30thas finally determined by the Arbitrator) day bears to the total amount of the disputed items so submitted by the parties to the Arbitrator. The Purchasers and the Sellers shall each be responsible for their own costs and expenses incurred in connection with this Section 2.08(c) (including, without limitation, the amount it is required to pay to the Arbitrator). (d) If and to the extent (i) the Closing Statement of Mexican Net Debt, as finally determined after the remaining differences underlying Purchaser’s Objection are referred procedures set forth in this Section 2.08, is different from the Estimated Mexican Net Debt Statement, the Share Purchase Price shall be decreased dollar for dollar by the amount that the amount that the Closing Statement of Mexican Net Debt exceeds the amount of the Estimated Mexican Net Debt Statement, or increased dollar for dollar by the amount that the Estimated Mexican Net Debt Statement exceeds the amount of the Closing Statement of Mexican Net Debt, or (ii) the Closing Statement of Net Working Capital, as finally determined after the procedures set forth in this Section 2.08, is different from the Estimated Net Working Capital Statement, the Purchase Price shall be increased dollar for dollar by the amount that the Net Working Capital on the Closing Statement of Net Working Capital exceeds the Net Working Capital on the Estimated Net Working Capital Statement, or decreased dollar for dollar by the amount that the Net Working Capital on the Estimated Net Working Capital Statement exceeds the Net Working Capital on the Closing Statement of Net Working Capital. If the Purchase Price is decreased as a result of this adjustment, the Sellers shall pay to the CPA FirmPurchaser the amount of such decrease along with interest accrued thereon (as determined below), and if the Purchase Price is increased as a result of such adjustment, the Purchaser shall pay to the Sellers the amount of such increase along with interest accrued thereon (as determined below). Interest on the amount of such increase or such longer period decrease shall accrue at a rate per annum equal to LIBOR plus 400 basis points commencing on the Closing Date until the date of time payment. All payments pursuant to this Section 2.08(d) shall be made by wire transfer of same day funds to an account designated by the Sellers or the Purchaser, as the CPA Firm determines is necessarycase may be, within 30 Business Days after the determination of the amount to be paid.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As soon as practicable, but no later than forty-five (45) calendar days following after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis. (b) After receipt of the Closing Statement, Griffon will have forty-five (45) calendar days to review the Closing Statement (the “Review Period”); provided, however, without limiting any other remedies Griffon may have for breach of Section 2.7(e), if Griffon provides written notice to Buyer of information requests pursuant to Section 2.7(e) on or prior to the tenth (10th) calendar day after receipt of the Closing Statement (each such notice, an “Information Notice”), the Review Period shall preparein no event expire prior to fifteen (15) calendar days after delivery of all of the information set forth in each Information Notice to which Griffon is entitled pursuant to Section 2.7(e). Unless Griffon delivers written notice (which notice shall include the items and amounts in dispute and supporting documentation related thereto (each such item, a “Disputed Item”)) to Buyer on or prior to the end of the Review Period, the Sellers will be deemed to have accepted and agreed to the Closing Statement and such statement (and the calculations contained therein) will be final, binding and conclusive. If Griffon notifies Buyer of Disputed Items within the Review Period, Buyer and Griffon shall, during the thirty (30) calendar days following delivery of such notice by Griffon to Buyer (or such longer period as they may mutually agree in writing) (the “Resolution Period”), attempt in good faith to resolve their differences with respect to Disputed Items, and all other items (and all calculations relating thereto) will be final, binding and conclusive. Any resolution by Buyer and Griffon during the Resolution Period as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive. (c) If Buyer and Griffon do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted to the Neutral Firm. The Neutral Firm shall act as an expert and not an arbitrator to determine only those Disputed Items remaining in dispute, consistent with this Section 2.7(c), and shall request that a written statement from Buyer and Griffon regarding such Disputed Items be submitted to the Neutral Firm (with a copy provided concurrently to the other party). The parties agree not to engage in any ex parte communication with the Neutral Firm, with the exception of the written statement referenced in the immediately preceding sentence and responses to questions asked by the Neutral Firm. The scope of the disputes to be arbitrated by the Neutral Firm is limited solely to the Disputed Items, and the Neutral Firm is not to make any other determination, including not making any determination as to whether the Target Net Working Capital is correct or appropriate. In resolving each Disputed Item, the Neutral Firm shall be bound by the principles set forth in this Section 2.7(c) and may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party. The parties hereto further agree that the adjustment contemplated by this Section 2.7(c) is intended to show the change between the Estimated Net Working Capital and the Final Net Working Capital, the change between the Estimated Funded Indebtedness and the Final Funded Indebtedness, the change between the Estimated Closing Date Cash and the Final Closing Date Cash and the change between the Estimated Transaction Related Expenses and the Final Transaction Related Expenses, and that such changes can only be measured if each calculation is done in a manner consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof. All fees and expenses relating to the work, if any, to be performed by the Neutral Firm will be allocated between Buyer and the Sellers in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Firm that is unsuccessfully disputed by each such party (as finally determined by the Neutral Firm) bears to the total amount of such Disputed Items so submitted. The Neutral Firm will deliver to Buyer and Griffon a written determination (such determination to include a work sheet setting forth all material calculations and corresponding explanations used in arriving at such determination and to be based solely on information provided to the Neutral Firm by Griffon and Buyer) of the Disputed Items submitted to the Neutral Firm within thirty (30) calendar days of receipt of such Disputed Items, which determination will be final, binding and conclusive. The final, binding and conclusive Closing Statement will be based either upon agreement by Buyer and Griffon, or deemed agreement by Buyer and Griffon in accordance with this Section 2.7(c), or the written determination delivered by the Neutral Firm in accordance with this Section 2.7(c). If any party fails to submit a statement regarding any Disputed Item submitted to the Neutral Firm within the time determined by the Neutral Firm or otherwise fails to give the Neutral Firm access as reasonably requested, then the Neutral Firm shall render a decision based solely on the evidence timely submitted and the access afforded to the Neutral Firm by the other party. (d) If the Estimated Purchase Price is greater than the Final Purchase Price, Griffon shall pay to Buyer the amount by which the Estimated Purchase Price exceeds the Final Purchase Price, if any, by wire transfer of immediately available funds; and (i) if the Final Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay, or cause to be preparedpaid, and deliver to Purchaser a statement Griffon an amount in cash equal to the amount by which the Final Purchase Price exceeds the Estimated Purchase Price, if any, by wire transfer of immediately available funds. Any amount payable to any party pursuant to this Section 2.7 shall be treated as an adjustment to the Estimated Purchase Price. (the “Closing Net Working Capital Statement”e) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of After the Closing Time (which shall be set forth separately for each of and until the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Final Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Final Net Working Capital that Purchaser believes should Adjustment, the Final Funded Indebtedness, the Final Closing Date Cash and the Final Transaction Related Expenses have been determined to be madefinal in accordance with this Section 2.7, on Buyer shall, and shall cause the Purchased Companies to, provide to Griffon and its Representatives reasonable access to the Books and Records and to any other information (to the extent permitted by applicable Law), including work papers of their respective accountants (to the extent permitted by such accountants), and to any employees and premises during regular business hours, to the extent reasonably necessary for Griffon to review, dispute or before the last day object to all or any part of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed Statement, including to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect prepare materials for presentation to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Neutral Firm in writing (connection with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesthis Section 2.7. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90i) days following At the Closing DateClosing, the Seller shall prepare, or cause to be prepared, prepare and deliver to the Purchaser (A) a statement balance sheet of the Company as of June 26, 1998 (the “Closing Net Working Capital Statement”"CLOSING BALANCE SHEET") which shall set forth and (B) the Seller's calculation of the Net Working Capital of the Newsprint Business and Company as of Apache as such time. The Seller shall deliver to Purchaser a draft of the Closing Time Balance Sheet and its calculation of Net Working Capital two days prior to the Closing Date. Except as provided in SCHEDULE II hereto, the Closing Balance Sheet (including, without limitation, such calculation of Net Working Capital) shall be prepared (A) in accordance with GAAP applied in a manner consistent with the same accounting principles and methodologies used in preparing the Company Financial Statements and (B) in accordance with the principles and procedures set forth on SCHEDULE II hereto. (ii) During the 45 days immediately following receipt of the Closing Balance Sheet by the Purchaser, the Purchaser and its accountants shall be entitled to review the Closing Balance Sheet and the calculation of Net Working Capital and any working papers, trial balances and similar materials relating thereto prepared by the Seller or its accountants, and the Seller shall provide the Purchaser and its accountants with timely access, during the Company's normal business hours, to the Company's personnel, properties, books and records and to the Seller's personnel, properties, books and records to the extent related to the preparation of the Closing Balance Sheet's calculation of Net Working Capital. The Seller shall use reasonable commercial efforts to cause its accountants to make available to the Purchaser any working papers, trial balances and similar materials prepared by such accountants in connection with the preparation of the Closing Balance Sheet's calculation of Net Working Capital; PROVIDED, HOWEVER, that the Purchaser acknowledges and agrees that such accountants may require the Purchaser to execute customary undertakings in connection with such accesection The Closing Balance Sheet's calculation of Net Working Capital shall become final and binding upon the Parties on the 46th day following delivery thereof unless the Purchaser gives written notice to the Seller of its disagreement with the Closing Balance Sheet's calculation of Net Working Capital (a "NOTICE OF DISAGREEMENT WITH CLOSING BALANCE SHEET") prior to such date. Any Notice of Disagreement With Closing Balance Sheet shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement With Closing Balance Sheet is received by the Seller with respect to the Closing Balance Sheet's calculation of Net Working Capital , then the Closing Balance Sheet's calculation of Net Working Capital (as revised in accordance with clause (A) or (B) below), shall become final and binding as to the calculation of Net Working Capital upon the Parties on the earlier of (A) the date the Purchaser and the Seller resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement With Closing Balance Sheet, or (B) the date any matters in dispute are finally resolved in writing by the Accounting Firm in the manner described below (the date on which the Closing Balance Sheet's calculation of Net Working Capital becomes final and binding being hereinafter referred to as the "FINAL CLOSING BALANCE SHEET DETERMINATION DATE"). During the 30 days immediately following the delivery of any Notice of Disagreement With Closing Balance Sheet, the Purchaser and the Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement With Closing Balance Sheet. During such period, the Purchaser and its accountants shall each have access to the Seller's and the Company's working papers, trial balances and similar materials (including the working papers, trial balances and similar materials of their respective accountants) prepared in connection with the preparation of the Closing Balance Sheet and the calculation of Net Working Capital. At the end of such 30 day period, the Seller and the Purchaser shall submit to an Accounting Firm for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement With Closing Balance Sheet (it being understood that the Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Purchaser and the Seller (and not by independent review), only those matters which remain in dispute), and the Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute, which final resolution shall be (A) in writing, (B) furnished to the Purchaser and the Seller as soon as practicable after the items in dispute have been referred to the Accounting Firm, (C) made in accordance with this Agreement, and (D) conclusive and binding upon the Parties and not subject to collateral attack for any reason. The Closing Balance Sheet, with any adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding as to the calculation of Net Working Capital on the Parties on the date the Accounting Firm delivers its final resolution to the Parties, which shall be set forth separately for each no later than 90 days after the Closing Date. The Accounting Firm shall be mutually selected by the Purchaser and the Seller, or, if the Purchaser and the Seller cannot so agree within the 30-day period referred to above, by lot from among the independent "Big 6" public accounting firms (after excluding the Seller's independent public accountants and the Purchaser's independent public accountants) willing to act (the "ACCOUNTING FIRM"). Each Party shall pay its own costs and expenses incurred in connection with such arbitration, provided that the fees and expenses of the Newsprint Business Accounting Firm shall be borne as follows: (A) if the Accounting Firm resolves all of the remaining objections in favor of the Purchaser (the amount of the Net Working Capital so determined is referred to herein as the "LOW AMOUNT"), the Seller will be responsible for all of the fees and Apacheexpenses of the Accounting Firm; (B) if the Accounting Firm resolves all of the remaining objections in favor of the Seller (the amount of the Net Working Capital so determined is referred to herein as the "HIGH AMOUNT"), but the Purchaser will be responsible for all of the fees and expenses of the Accounting Firm; and (C) if the Accounting Firm resolves some of the remaining objections in favor of the Purchaser and the rest of the remaining objections in favor of the Seller (the amount of the Net Working Capital so determined is referred to herein as aggregated "ACTUAL AMOUNT"), the Seller will be responsible for that fraction of the fees and expenses of the Accounting Firm equal to (i) the difference between the High Amount and the Actual Amount over (ii) the difference between the High Amount and the Low Amount, and the Purchaser will be responsible for the remainder of the fees and expenses. (iii) Upon the final determination of the Closing Balance Sheet in accordance with this section 2(g), the following amounts will be payable: (A) if Net Working Capital is greater than $2,800,000.00, the Purchaser shall pay to the Seller the amount by which the amount of the Net Working Capital exceeds such amount; and (B) if Net Working Capital is less than $2,800,000.00, the Seller shall pay to the Purchaser the amount by which the amount of the Net Working Capital is less than such amount. Any required adjustment to the Purchase Price pursuant to this section 2(g) shall be referred to as the “"PURCHASE PRICE ADJUSTMENT". (iv) Within 48 days after the receipt by the Purchaser of the Closing Net Working Capital”) and shall be prepared Balance Sheet in accordance with Seller’s past accounting methodssection 2(g)(i) above, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of if section 2(g)(iii)(B) is applicable, shall make the foregoing within the past three (3payment required by section 2(g)(iii)(B) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection above with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission undisputed amounts constituting a portion of the unresolved elements Purchase Price Adjustment. If section 2(g)(iii)(A) is applicable, the Purchaser shall make payments to Seller of the Purchaser’s Objection as specified Purchase Price Adjustment out of 60% of its collection of accounts receivable until the Purchase Price Adjustment is paid in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it reliesfull. Failure to timely do so shall constitute an acceptance by Seller with With respect to any unresolved elements to which such failure relates. (c) The CPA Firm items that are the subject of a Notice of Disagreement With Closing Balance Sheet, payment shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day be made within three business days after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryFinal Closing Balance Sheet Determination Date.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in no event later than ninety (90) days following after the Closing Date, Seller shall prepare, or cause to be prepared, and Buyer will deliver to Purchaser Seller a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital Consolidated Balance Sheet of the Newsprint Business and of Apache Companies dated as of the Closing Time Date and immediately prior to the Dissolution (which shall be set forth separately for each the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Adjusted Net Working Capital”, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be prepared in accordance with Seller’s past accounting methods, policies, practices paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and procedures and in Seller are unable to resolve any disagreements about the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, remaining amounts within thirty (30) days after the delivery by Seller of the Closing Net Working Capital Statement its notice of disagreement to itBuyer, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable Buyer shall submit the dispute to resolve all a "Big Five" public accounting firm (or any of their disagreements with respect to the determination of the foregoing items within thirty (30respective successors) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3"Auditor") years) acceptable to both for resolution; provided that if Buyer and Seller and Purchaser or if Seller and Purchaser ------- are unable to agree as to such third party upon an Auditor, the Auditor shall be a "Big Five" public accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or any of their respective successors) selected by lot (after Buyer, on the nominated representative of one hand, and Seller, on the Chairman) appoint a third party other hand, each exclude one such accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”firm), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmAuditor shall be conclusive, Purchaser shall submit any unresolved elements of final, binding and nonappealable by the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesparties. (b) Within fifteen Buyer and Seller shall use their respective commercially reasonable efforts to cause the Auditor to resolve all disagreements over the Adjusted Purchase Price as soon as practicable, but in any event within sixty (1560) days following Purchaser’s after submission of the unresolved elements dispute to the Auditor. The resolution of such disagreements and the determination of the Purchaser’s Objection as specified in sub-clause (a) aboveAdjusted Purchase Price by the Auditor shall be final, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser)conclusive, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller binding and nonappealable with respect to any unresolved elements to which such failure relatesthe parties. Buyer, on the one hand, and Seller, on the other hand, will each bear one-half of the costs and expenses of the Auditor. (c) The CPA Firm shall deliver its written determination Within five (5) days after the Actual Purchase Price is finally determined pursuant to Purchaser and Seller no later this Section 3.5: (i) if the Adjusted Purchase Price is less than the thirtieth Estimated Purchase Price, Seller shall pay to Buyer the amount of such shortfall; and (30thii) if the Adjusted Purchase Price is greater than the Estimated Purchase Price, Buyer shall pay to Seller the amount of such excess. (d) All amounts payable pursuant to this Section 3.5 shall include simple interest at the rate of eight percent (8%) per annum, calculated on the basis of a 365-day after year from the remaining differences underlying Purchaser’s Objection are referred Closing Date through the date of payment, and shall be payable by a cashiers or certified check, or by wire transfer of immediately available funds to the CPA Firm, or such longer period of time as accounts designated by the CPA Firm determines is necessarypayee.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety It is the intention of the parties hereto that current assets shall equal current liabilities as of the Closing Date. (90i) days following As promptly as practicable after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement but in no event more than sixty (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (3060) days after the delivery Closing Date (such date on which the Closing Balance Sheet is delivered, the "CLOSING FINANCIAL STATEMENTS DELIVERY DATE"), Purchaser will prepare and deliver to Seller a balance sheet of Seller as of the close of business on the day immediately preceding the Closing Net Working Capital Statement Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be accompanied by a certificate of an officer of Purchaser to itthe effect that the Closing Balance Sheet presents fairly, complete its review in accordance with GAAP and the accounting practices of Seller applied on a consistent basis, the financial condition of Seller as of the Closing Net Working Capital reflected close of business on the Closing Net Working Capital Statement. If Purchaser wishes to dispute day immediately preceding the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore Date. (“Purchaser’s Objection”), setting forth ii) In the event that there is a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements Deficiency with respect to the determination Net Current Assets, Seller shall pay, and Parent shall cause Seller to pay, to Purchaser, as an adjustment to the Purchase Price (as the same may have been adjusted at Closing pursuant to SECTION 1.05), an aggregate amount equal to the Deficiency, less any amount that the Purchase Price has been previously reduced or plus any amount that the Purchase Price has been previously increased, in each case pursuant to SECTION 1.05. If the Purchase Price was previously reduced pursuant to SECTION 1.05 and such reduction exceeded the amount of the foregoing items within thirty (30Deficiency, then Purchaser shall pay the amount of such excess to Seller. Any payments required to be made by Parent or Seller pursuant to this SECTION 1.03(c)(ii) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm be made within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request Closing Financial Statements Delivery Date by wire transfer of immediately available funds to an account designated by Purchaser. (iii) In the event that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint there is a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only Surplus with respect to the remaining differences so submittedNet Current Assets, whether and Purchaser shall pay to what extentSeller, if anyas an adjustment to the Purchase Price (as the same may have been adjusted at Closing pursuant to SECTION 1.05), an amount equal to the Closing Net Working Capital requires adjustmentSurplus less any amount that the Purchase Price has been previously increased or plus any amount that the Purchase Price has been previously decreased, in each case pursuant to SECTION 1.05. The procedure and schedule under which any dispute Any payments required to be made by Purchaser pursuant to this SECTION 1.03(c)(iii) shall be submitted to the CPA Firm shall be as follows: (a) Within made within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection Closing Financial Statements Delivery Date by wire transfer of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection immediately available funds to the CPA Firm in writing (with a copy to an account designated by Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following The Purchase Price shall be decreased on a dollar-for-dollar basis to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement extent that the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital StatementValuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) which the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall set forth be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Newsprint Business and of Apache as Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Time Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. (b) Subject to this Section 2.5(b), the Net Working Capital Valuation performed by Buyer’s Accountants shall be final, binding and conclusive on the parties hereto. The Stockholders’ Representatives may dispute the Net Working Capital Valuation in the following manner. Within 10 days after the Stockholders’ Representatives receives the Working Capital Notice from Buyer, the Stockholders’ Representatives shall give Buyer notice of any disagreement with the Net Working Capital Valuation (the “Dispute Notice”), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any Dispute Notice is given, the Stockholders’ Representatives and Buyer shall attempt to resolve such dispute in good faith. If they fail to reach a written agreement regarding the dispute, the Stockholders’ Representatives shall refer the matter to a firm of certified independent accountants (the “Stockholders’ Accountants”) that is different from the firm that initially prepared the Net Working Capital Valuation, and request the Stockholders’ Accountants to also determine the Closing Date Net Working Capital (the “Second Working Capital Valuation”). Buyer shall be entitled to have its independent accountants or other representatives observe the Second Working Capital Valuation. The Stockholders’ Representatives shall give Buyer prompt notice of the results of the Second Working Capital Valuation. If Buyer and the Stockholders’ Representatives are unable to agree upon the Closing Date Net Working Capital, the amounts remaining in dispute shall be submitted to a third independent accounting firm of national reputation mutually agreeable to Buyer and Stockholders’ Representatives for resolution (the “Third Accounting Firm”), which firm shall, within 30 days after such submission, determine and report to Buyer and Stockholders’ Representatives upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the Parties hereto. The fees and disbursements of the Third Accounting Firm shall be allocated among Buyer and the Stockholders so that Stockholders’ share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted to the Third Accounting Firm that is unsuccessfully disputed by Stockholders’ Representatives (as finally determined by the Third Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted to the Third Accounting Firm. Stockholders shall pay the fees portion of the fees and expenses of the Third Accounting Firm for which they are responsible, as well as the fees and expenses of Stockholders’ Accountants, in connection with this Section 2.5(b). The resolution procedure set forth separately in this Section 2.5(b), including the standard for each of the Newsprint Business and Apachepaying costs, but as aggregated shall be is referred to as the “Closing Net Working CapitalDispute Resolution Procedure.”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm Any rights accruing to any Party under this Section 2.5 shall deliver its written determination be in addition to Purchaser and Seller no later than independent of the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred rights to indemnification under Section 10 and any payments made to any Party under this Section 2.5 shall not be subject to the CPA Firm, or such longer period requirements of time as the CPA Firm determines is necessarySection 10.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following If the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Final Working Capital Statement”) which shall set forth Amount is greater than the Net Preliminary Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and ApacheAmount, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Post-Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working CapitalSettlement Date, Purchaser shall notify deliver to each Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description an amount equal to one-half of the basis absolute value of Purchaser’s Objection the difference between the Final Working Capital Amount and the adjustments to the Closing Net Preliminary Working Capital that Purchaser believes should be madeAmount, on or before the last day by wire transfer of such thirty (30) day period, which Purchaser’s Objection may not be amended immediately available funds to accounts specified by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following each Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following If the Final Working Capital Amount is less than the Preliminary Working Capital Amount, on the Post-Closing Settlement Date, each Seller shall pay to an account designated by Purchaser’s submission , in immediately available funds, an amount equal to one-half of the unresolved elements absolute value of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to difference between the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesFinal Working Capital Amount and the Preliminary Working Capital Amount. (c) The CPA Firm If Purchaser and Sellers fail to agree on the amount of the Final Working Capital Amount within 90 days after the Transaction Date, then any Party with notice to each other Party may submit the specific matters in dispute to Deloitte & Touche LLP or such other nationally recognized independent accounting firm as may be approved by Purchaser and Sellers, which accounting firm shall deliver render its written determination opinion as to such matters. Based on such opinion, such accounting firm will then send to Purchaser and Seller no later than Sellers its determination in writing on the thirtieth specific matters in dispute and its resulting determination of the Final Working Capital Amount, which determination shall be final and binding on the Parties hereto. The Final Working Capital Amount, including revisions, if any, made by such accounting firm, shall then become final and binding on the Parties hereto and the Purchase Price shall be adjusted as described in paragraphs (30tha) day after and (b) above. One half of the remaining differences underlying Purchaser’s Objection are referred to fees and other costs charged by the CPA Firm, or independent accounting firm shall be borne by Purchaser and one half of such longer period of time as the CPA Firm determines is necessaryfees and costs shall be borne by Sellers equally.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety The Purchase Price shall also be subject to adjustment, if any, after the Closing Date as specified in this Section 2.3(b). As soon as practicable, but in any event within sixty (9060) calendar days following the Closing Date, Seller Buyer shall prepare, or cause to be prepared, and deliver to Purchaser the Seller Representative (i) a statement consolidated unaudited balance sheet for the Companies (the “Closing Balance Sheet”) and Net Working Capital Statement”Amount calculation, each as of the Closing Date; (ii) a calculation specifying the extent to which shall such actual Net Working Capital Amount is greater or less than the estimated Net Working Capital Amount set forth on Exhibit D; and (iii) actual Delinquent AR as of the Closing Date (such deliverable is referred to herein as the “Post-Closing NWC Notice”). Subject to the resolution of any disputes pursuant to Section 2.3(c), after the date of receipt by the Seller Representative of the Post-Closing NWC Notice: (y) if the Net Working Capital of the Newsprint Business and of Apache as of Amount reflected on the Closing Time (which shall be Balance Sheet as set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as Post-Closing NWC Notice exceeds the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing estimated Net Working Capital Statement may not Amount reflected on Exhibit D, then the Purchase Price shall be amended by increased in an amount equal to such excess and no later than thirty (30) calendar days thereafter, Buyer will pay to Sellers the amount of such increase; and (z) if the Net Working Capital Amount reflected on the Closing Balance Sheet as set forth in the Post-Closing NWC Notice is less than the estimated Net Working Capital Amount set forth in Exhibit D, the Seller after it is delivered Representative and Buyer shall give an Officer’s Certificate to Purchaser. 1.9.2 Purchaser shallthe Escrow Agent to release from the Escrow Fund, within no later than thirty (30) calendar days thereafter (as a downward adjustment to the Purchase Price), an amount equal to the deficit. Any payment required to be made pursuant to this Section 2.3(b) shall bear no interest if paid on or before the due date, and will bear interest at six percent (6%) per annum beginning thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesdue date. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Not more than 60 days following after the Effective Time (the "Closing Balance Sheet Date"), Seller Parent shall prepare, or cause to be prepared, and deliver to Purchaser a statement X.X. Xxxxxxx Equity Partners III, L.L.C. (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital "Stockholder Representative"), acting in respect of the Newsprint Business and interests of Apache the former stockholders of Company pursuant to the authority granted to it in the Escrow Agreement, as defined herein, a balance sheet of Company as of the Closing month-end immediately preceding the Effective Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s generally accepted accounting principles ("GAAP") consistently applied with Company's past accounting methods, policies, practices and procedures and in practice (the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded"Closing Balance Sheet"). The Closing Net Working Capital Statement may not be amended by Seller after it (as defined below) of Company reflected on the Closing Balance Sheet is delivered referred to Purchaserherein as the "Final Working Capital Position. 1.9.2 Purchaser shall" For purposes of this Agreement, within "Net Working Capital" shall mean, as of the date of determination, an amount equal to (a) the sum of the current assets, including, without limitation, the following items: (i) cash, (ii) accounts receivables, (iii) inventories and supplies and (iv) prepaid expenses minus (b) the sum of the current liabilities, including, without limitation, the following items: (i) accounts payable and (ii) accrued expenses, but excluding the current portion of long-term debt. Within thirty (30) days after the Parent's delivery of the Closing Net Working Capital Statement Balance Sheet, the Stockholder Representative shall, in a written notice to itParent, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing either accept or describe in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the proposed adjustments to the Closing Net Working Capital that Purchaser believes should be madeBalance Sheet and the reasons therefor, on and shall include pertinent calculations. If the Stockholder Representative fails to deliver notice of acceptance or before objection to the last day of Closing Balance Sheet within such thirty (30) day period, which Purchaser’s Objection may Company shall be deemed to have accepted the Closing Balance Sheet. In the event that Parent and the Stockholder Representative are not be amended by Purchaser after it is delivered able to Seller (except to withdraw any such Purchaser’s Objection). Any items agree on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have Balance Sheet within thirty (30) days from and after the receipt by Parent of any objections raised by the Stockholder Representative, such dispute shall be submitted to Deloitte & Touche, LLP (the "Accountant") for computation or verification in accordance with the provisions of this Agreement. The foregoing provision for Accountant review shall be specifically enforceable by the parties; the decision of the Accountant shall be final and respond to Purchaser’s Objection. If Seller binding upon Parent, Company and Purchaser are unable to resolve all former stockholders of their disagreements Company; there shall be no right of appeal from such decision; and Accountant's fees and expenses shall be borne equally by Parent and the former stockholders; provided however that if the Accountant determines that one party (Parent or the former stockholders) has adopted a position or positions with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentthat is frivolous or clearly without merit, the Accountant may, in its discretion, assign a greater portion of such fees and expenses to such party. The procedure Notwithstanding the foregoing, the parties hereby agree that any amounts due and schedule under which any dispute owing by Parent, Company and the former stockholders of Company to Accountant shall be submitted paid to Accountant by Parent and that Parent shall be reimbursed for such payment from the Escrow Fund (as hereinafter defined) but only to the CPA Firm shall be as follows: (a) Within ten (10) days after the later extent of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection such Escrow Fund to the CPA Firm in writing (with a copy extent such costs are to Seller), supported be borne by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response former stockholders pursuant to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it reliespreceding sentence. Failure to timely do so Any payments due under this Section 3.3 shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesbear interest at eight percent per annum from the Closing Balance Sheet Date. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 120 days following after the Closing Date, Seller shall prepare, Acquiror will prepare and deliver or cause to be prepared, prepared and deliver delivered to Purchaser Weatherford a statement combined balance sheet of the Business acquired pursuant hereto and the Foreign Acquisition Agreements as of the Closing (the “Closing Net Working Capital StatementDate Balance Sheet”) which shall set forth and a proposed statement of the Net Working Capital prepared therefrom (the “Closing Statement”). The Closing Date Balance Sheet and the Closing Statement (i) will reflect, respectively, the financial position of the Newsprint Business acquired pursuant hereto and the Foreign Acquisition Agreements on a combined basis and the components and calculation of Apache the Net Working Capital, in each case as of the Closing Time and (which shall ii) will be prepared and determined as of the Closing consistent with Weatherfxxx’x xxxxxxxs, procedures, practices and methodologies set forth separately for each on Schedule 3.1.4(b). The Net Working Capital as of the Newsprint Business and Apache, but as aggregated shall be Closing Date determined in accordance with this Section 2.6 is referred to herein as the “Closing Net Working Capital”) Capital Balance.” The portion of the Closing Working Capital Balance relating to Inventories located at the sites described on Exhibit E shall be prepared based on a physical inventory performed by Weatherford and Acquiror at such sites, which shall be carried out in accordance with the procedures, including the measurement procedures, specified in Schedule 3.1.4(b), and shall be prepared in accordance with Seller’s past accounting methods, policies, practices commenced on or about the Closing Date and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, completed within thirty (30) days five Business Days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesDate. (b) Within fifteen (15) If, within 60 days following Purchaserafter the date of Acquiror’s submission delivery of the unresolved elements Closing Date Balance Sheet and the Closing Statement, Weatherford determines in good faith that the Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in accordance with this Agreement, Weatherford may give written notice to Acquiror within such 60 day period (i) setting forth Weatherfxxx’x xxxxxxxd changes to the Closing Date Balance Sheet as prepared by Acquiror and the determination by Weatherford of the PurchaserClosing Working Capital Balance and (ii) specifying in reasonable detail Weatherfxxx’x xxxxx xor disagreement with Acquiror’s Objection as specified in sub-clause (a) above, Seller shall submit its response preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by Weatherford to so express disagreement and provide such notice within such 60 day period will constitute acceptance of Acquiror’s preparation of the CPA Firm in writing (with a copy Closing Date Balance Sheet and computation of the Closing Working Capital Balance. If Acquiror and Weatherford are unable to Purchaser), supported by resolve any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 15 days after the giving of notice by Weatherford to Acquiror of such disagreement, the dispute may be referred by Acquiror or Weatherford for determination to the Houston, Texas office of Grant Thxxxxxx XXX (xx, if they are unable or unwilling to serve, another mutually acceptable internationally recognized accounting firm (the “Accountants”)). Within 15 days of such referral, each party shall submit, in writing, detailed briefs to the Accountants setting forth their position, and the Accountants shall make a written determination as promptly as practicable, but in any unresolved elements event within 30 days after the date on which the dispute is referred to which the Accountants. The Accountants will not disclose either party’s position to the other party. Neither Acquiror nor Weatherford shall be entitled to respond to the brief provided by the other party to the Accountants. The Accountants may ask and receive responses in writing from one or both parties in order to clarify such failure relatesparty’s position. The Accountants are authorized to select only the Closing Working Capital Balance as presented by Acquiror or Weatherford and shall not select any other amount as the Closing Working Capital Balance. The costs and expenses of the Accountants shall be borne by the party against whom the dispute is decided. No party will disclose to the Accountants, and the Accountants will not consider for any purposes, any settlement discussions or settlement offer made by any party. The decision of the Accountants shall be final and binding on the parties. (c) The CPA Firm shall deliver During the period that Weatherfxxx’x xxxxxxxs and personnel are conducting their review of Acquiror’s preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance until the final determination of the Closing Working Capital Balance, Weatherford and its written Representatives will have reasonable access during normal business hours to the work papers prepared by or on behalf of Acquiror and its Representatives in connection with Acquiror’s preparation of the Closing Statement and determination of the Closing Working Capital Balance; provided, however, that Weatherford will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Acquiror. (d) Any amounts collected with respect to Purchaser any accounts receivable of the Business that are included in the Net Working Capital but that are reserved against and Seller no later than excluded from computing the thirtieth Net Working Capital as of Closing (30ththe “Reserved Accounts Receivable”) day prior to the final determination of the Closing Working Capital Balance in accordance with this Section 2.6 will be included as a current asset in the calculation of the Closing Working Capital Balance to the extent so collected prior to such determination. If, prior to the one year anniversary of the date of the Domestic Closing, the Acquiror or any of its Affiliates collects any Reserved Accounts Receivable that were not added back to the Closing Working Capital Balance in accordance with the immediately preceding sentence, then the Acquiror or its Affiliates will promptly remit all such amounts to Weatherford. During the one year period after the remaining differences underlying Purchaser’s Objection are referred date of the Domestic Closing, Acquiror or its Affiliates shall use its commercially reasonable efforts consistent with their own respective collection practices in collecting any such Reserved Accounts Receivable; provided that the Acquiror or its Affiliates will not be required to expend amounts for any third party out-of-pocket costs or expenses to collect such Reserved Accounts Receivable, unless Weatherford or its Affiliates agrees in writing to reimburse the CPA Firm, Acquiror or its Affiliates for all such longer period of time as the CPA Firm determines is necessaryamounts.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) The Purchase Price shall be increased or decreased, on a dollar-for-dollar basis, in accordance with this Section 2.4. Any such increase or decrease shall be referred to as a “Price Adjustment”. (b) No later than ninety (90) days following after the Closing Date, Seller DTI U.S. shall prepare, or cause to be prepared, and deliver to Purchaser Parent the following: (i) a statement setting forth the Net Working Capital as of the Effective Time (the “Closing Net Working Capital Statement”) ), which shall set forth quantify in reasonable detail the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing items constituting such Net Working Capital; and (ii) a separate statement showing any calculations with respect to any necessary Price Adjustment (the “Final Adjustment Schedule”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded). The Closing Net Working Capital Statement may not (i) shall be amended by Seller after it is delivered to Purchasercalculated and prepared in accordance with GAAP, and (ii) shall reflect only the current assets included in the U.S. Acquired Assets and the U.K. Acquired Assets and the current liabilities included in the U.S. Assumed Liabilities and the U.K. Assumed Liabilities. Exhibit J hereto sets forth an example of the calculation of the Net Working Capital. All accounting entries will be made regardless of their amount and all detected errors and omissions will be corrected regardless of their materiality. 1.9.2 Purchaser (c) Parent shall, within thirty (30) days after the delivery following its receipt of the Closing Net Working Capital Statement and the Final Adjustment Schedule, accept or reject the Price Adjustment submitted by DTI U.S. In connection with Parent’s review, Purchasers shall provide to itParent such information and detail as Parent shall reasonably request, complete its review of the Closing Net Working Capital reflected on including full access to all information used by Purchasers in preparing the Closing Net Working Capital Statement, including the work papers of Purchasers’ accountants. If Purchaser wishes Parent disagrees with such calculation, it shall give written notice to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail DTI U.S. of such disagreement and any reason therefore therefor (the “Purchaser’s ObjectionNotice of Disagreement with Price Adjustment”), setting forth ) within such thirty (30) day period. Should Parent fail to provide DTI U.S. with a specific description Notice of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of Disagreement with Price Adjustment within such thirty (30) day period, Parent and Sellers shall be deemed to agree with DTI U.S.’ calculation. During the thirty (30) days immediately following the delivery of a Notice of Disagreement with Price Adjustment (or such longer period agreed by the Parties), DTI U.S. and Parent shall seek in good faith to resolve in writing any differences which Purchaser’s Objection they may have with respect to the matters specified in such Notice of Disagreement with Price Adjustment. If such differences have not be amended been resolved by Purchaser after it is delivered the end of such thirty (30)-day period (or such longer period agreed by the Parties), Purchasers, Parent and Sellers shall submit to Seller Ernst & Young LLP, or such other firm mutually agreeable to the Parties (except the “Accounting Firm”) for review and resolution of any and all matters which remain in dispute and which were included in any Notice of Disagreement with Price Adjustment. The Accounting Firm shall act as an accounting expert and not as an arbitrator and shall issue its report as to withdraw any such Purchaser’s Objection). Any items on the contents of the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review Statement and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30Price Adjustment reflected in the Final Adjustment Schedule on the basis of the standards set forth in Section 2.4(b) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”and this Section 2.4(c), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining accounting-related differences so submittedsubmitted by Purchasers and Parent (and not by independent review), whether and within sixty (60) days after such dispute is referred to what extentthe Accounting Firm. In making such determination, if any, the Accounting Firm shall consider only those items or amounts in the Closing Net Working Capital requires adjustmentStatement and Purchasers’ calculation of the Net Working Capital as to which Parent has disagreed in the Notice of Disagreement with Price Adjustment and may not assign a value greater than the greatest positive or negative adjustment requested by a Party and in no event shall the Net Working Capital be more than Purchaser’s calculation of the Net Working Capital delivered pursuant to Section 2.4(b) or less than Parent’s calculation of Net Working Capital delivered pursuant to the Notice of Disagreement with Price Adjustment. The procedure Parent and schedule under which any dispute Sellers on the one hand, and Purchasers on the other hand, shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the Accounting Firm hereunder shall be submitted shared equally by Parent and Sellers, on the one hand, and Purchasers, on the other hand. This provision for arbitration shall be specifically enforceable by the Parties and the decision of the Accounting Firm in accordance with the provisions hereof shall be final and binding with respect to the CPA Firm matters so arbitrated and there shall be as follows:no right of appeal therefrom. (ad) Within ten (10If, based on the Final Adjustment Schedule as finally determined in accordance with Section 2.4(c) days after the later of above, (i) the end Net Working Capital as of the Negotiation Period Effective Time is less than the Estimated Closing Date Working Capital, Parent and Sellers, jointly and severally, shall pay to DTI U.S. such deficit by wire transfer of immediately available funds, in each case, no later than five (5) Business Days following the date of such final determination, or (ii) the selection Net Working Capital as of the CPA FirmEffective Time is greater than the Estimated Closing Date Working Capital, Purchaser Purchasers, jointly and severally, shall submit any unresolved elements pay to Sellers such excess by wire transfer of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller immediately available funds no later than five (5) Business Days following the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or date of such longer period of time as the CPA Firm determines is necessaryfinal determination.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As promptly as practicable, but no later than 75 days, after the Closing Date, Seller shall prepare, or will cause to be prepared, prepared and deliver delivered to Purchaser Buyer a statement (the “Post-Closing Net Working Capital Statement”) which shall setting forth (a) Seller’s calculations of (i) Closing Cash, (ii) Closing Indebtedness and (iii) Closing Working Capital and (b) using the amounts set forth in the Net Working Capital preceding clause (a), Seller’s calculation of the Newsprint Business and of Apache as of the Closing Time Aggregate Purchase Price. (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”b) and shall be prepared in accordance If Buyer disagrees with Seller’s past accounting methodscalculation of any of the items set forth in the Post-Closing Statement delivered pursuant to ‎Section 2.04‎(a), policiesBuyer may, practices within 30 days after delivery of the documents referred to in ‎Section 2.04‎(a), deliver a notice to Seller disagreeing with such calculation and procedures which specifies Buyer’s calculation of such amount and the resulting calculation of Aggregate Purchase Price and, in reasonable detail, Buyer’s grounds for such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the Post-Closing Statement delivered pursuant to ‎Section 2.04‎(a). (c) If a notice of disagreement shall be duly delivered pursuant to ‎Section 2.04(b), Buyer and Seller shall, during the 30 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine the amount of the Aggregate Purchase Price. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter cause independent accountants of nationally recognized standing in the United States reasonably satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer or Seller or any of their respective Affiliates), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the amount of the Aggregate Purchase Price. In making such calculation, such independent accountants shall consider only those items or amounts in the Post-Closing Statement as to which Buyer and Seller were unable to resolve. In making its determination the independent accountant shall (A) be bound by the terms and conditions of this Agreement, including without limitation, the definitions of Closing Working Capital, Closing Cash and Closing Indebtedness and the terms of this ‎Section 2.04, and (B) may not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either Buyer or Seller or that is less than the lowest value for such amount claimed by either Buyer or Seller. Such independent accountants shall deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculation. Absent manifest error, such report shall be final and binding upon Buyer and Seller. The cost of such review and report shall be borne (i) by Seller if the difference between the Final Aggregate Purchase Price and Seller’s calculation of the Aggregate Purchase Price delivered pursuant to ‎Section 2.04‎(a) is greater than the difference between the Final Aggregate Purchase Price and Buyer’s calculation of the Aggregate Purchase Price delivered pursuant to ‎Section 2.04(b), (ii) by Buyer if the first such difference is less than the second such difference and (iii) otherwise equally by Buyer and Seller. (d) Buyer and Seller agree that they will, and agree to cause their respective independent accountants and the Company and each other Transferred Entity to, reasonably cooperate and assist in the preparation of the Post-Closing Statement, the calculation of the Aggregate Purchase Price, and in the same mannerconduct of the reviews referred to in this ‎Section 2.04, with consistent classification including the making available to the extent reasonably necessary of books, records, work papers and estimation methodologypersonnel (subject to reasonable confidentiality restrictions and to providing such assurances, releases, indemnities or other agreements as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement accountants may not be amended by Seller after it is delivered to Purchasercustomarily require in such circumstances). 1.9.2 Purchaser shall(e) For the avoidance of doubt, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it neither ‎Section 2.03 nor ‎Section 2.04 is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed intended to be accepted by Purchaser. Seller shall then have thirty (30) days used to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements adjust for errors or omissions that may be found with respect to the determination Statement of Financial Condition or the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (Base Working Capital, for which ‎Article 11 shall be the “Negotiation Period”)sole and exclusive remedy. No fact or event, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by including any of Sellermarket or business development, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days occurring after the conclusion of Closing Date, and no change in GAAP or Applicable Law after the Negotiation Perioddate hereof, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted taken into consideration in the calculations to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of made pursuant to ‎Section 2.04. It is understood that (i) the end Illustrative Working Capital Statement set forth in Exhibit A is attached only for the purposes set forth in the definition of the Negotiation Period “Closing Working Capital” and (ii) the selection Base Working Capital is a negotiated number derived independently of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesIllustrative Working Capital Statement. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than sixty (60) days following the Closing Date, Seller Purchasers shall prepare, or cause to be prepared, in good faith prepare and deliver to Purchaser Seller for its review a statement (the “Closing Net Working Capital Statement”) which shall set setting forth its calculation of (i) the Net Working Capital of the Newsprint Business Purchase Price and of Apache as of the Closing Time (which shall be set forth separately for ii) each of the Newsprint Business and ApachePurchase Price Elements, but as aggregated shall be referred together with reasonable supporting detail with respect to as the “calculation of such amounts. The Closing Net Working Capital”) and Statement shall be prepared in accordance a manner consistent with Section 2.8(f). (b) Seller and its accountants and financial and other advisors may make reasonable inquiries of Purchasers and/or Purchasers’ Representatives regarding questions concerning or disagreements with the Closing Statement arising in the course of Seller’s past accounting methods, policies, practices and procedures and in review. Seller shall complete its review of the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery thereof to Seller. During such review period, Purchasers shall provide Seller and its Representatives reasonable access during normal business hours and upon reasonable advance notice to the premises, books and records and Representatives of the Closing Net Working Capital Statement Business, the Conveyed Entities and Purchasers (including all relevant work papers, schedules, memoranda and other documents prepared by Purchasers or their Representatives (including its outside accountants) to it, complete its the extent such materials have been prepared in connection with the calculation of any Purchase Price Element) for the purpose of completing Seller’s review of the Closing Net Working Capital reflected on Statement. Promptly following completion of its review (but in no event later than the conclusion of the thirty (30) day period), Seller may submit to Purchasers a letter regarding its concurrence or disagreement with the accuracy of the Closing Net Working Capital Statement. If Purchaser wishes to dispute ; provided, however, that any such letter must specify (i) the items of the Closing Net Working Capital, Purchaser shall notify Statement with which Seller in writing in reasonable detail disagrees; (ii) the adjustments that Seller proposes to be made to the Closing Statement (a “Disputed Item”); and (iii) the specific amount of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth reasonable supporting documentation and calculations thereof. If Seller does not deliver a specific description letter disagreeing with the accuracy of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or Statement before the last day conclusion of such thirty (30) day period, which Purchaser’s Objection may not the Closing Statement shall be amended by Purchaser after it is delivered final and binding upon the Parties, and Seller shall be deemed to have agreed with all items and amounts contained in the Closing Statement. If Seller (except does deliver such a letter, following such delivery, Seller and Purchasers shall attempt in good faith to withdraw resolve promptly any such Purchaser’s Objection)disagreement as to the computation of any item in the Closing Statement. Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection as to which there is no disagreement shall be irrevocably deemed to be accepted by Purchaseragreed. Seller shall then have thirty If a resolution of such disagreement has not been effected within fifteen (3015) days to review and respond to Purchaser’s Objection. If (or longer, as mutually agreed by the Parties) after delivery of such letter, then Seller and Purchaser are unable Purchasers shall submit any Disputed Item to resolve all the Independent Accountant for determination. The determination of their disagreements the Independent Accountant, acting as an expert and not an arbitrator, with respect to the determination of the foregoing items any Disputed Item shall be completed within thirty (30) days following Seller’s receipt of Purchaser’s Objection submission of such Disputed Item to the Independent Accountant (or longer, as mutually agreed by the “Negotiation Period”Parties), they shall refer their remaining differences to be determined in accordance with this Agreement and shall be final and binding upon Seller and Purchasers. The Independent Accountant shall adopt a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing position within the past three (3) years) acceptable to both range of positions submitted by Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only Purchasers with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentany Disputed Item. The procedure Independent Accountant shall not review any line items or make any determination with respect to any matter other than with respect to Disputed Items. The fees, costs and schedule under which any dispute expenses of the Independent Accountant shall be submitted to the CPA Firm shall be shared as follows: (a) Within ten (10) days after the later of (i) if the end Independent Accountant resolves all of the Negotiation Period Disputed Items in favor of Seller’s position (the Final Purchase Price so determined is referred to herein as the “Low Value”), then Purchasers shall be obligated to pay for all of the fees and expenses of the Independent Accountant; (ii) if the selection Independent Accountant resolves all of the CPA FirmDisputed Items in favor of Purchasers’ position (the Final Purchase Price so determined is referred to herein as the “High Value”), Purchaser then Seller shall submit any unresolved elements be obligated to pay for all of the Purchaserfees and expenses of the Independent Accountant; and (iii) if the Independent Accountant neither resolves all of the Disputed Items in favor of Purchasers’ position nor resolves all of the Disputed Items in favor of Seller’s Objection position (the Final Purchase Price so determined is referred to herein as the CPA Firm in writing (with a copy to Seller“Actual Value”), supported by any documents and/or affidavits upon which it relies. Failure to timely do so Purchasers shall constitute a withdrawal by Purchaser be responsible for such fraction of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission fees and expenses of the unresolved elements Independent Accountant equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Seller shall be responsible for the remainder of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to fees and expenses of the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesIndependent Accountant. (c) The CPA Firm Purchasers shall, if necessary, revise the Closing Statement to reflect the final determination of the Purchase Price in accordance with Section 2.7(b) and Section 2.8(b) (as adjusted, the “Final Purchase Price”). (d) Within five (5) Business Days after the determination of the Final Purchase Price, (i) if the Final Purchase Price exceeds the Estimated Purchase Price, then Purchasers shall deliver its written pay to Seller an amount equal to the entire amount of such excess or (ii) if the Estimated Purchase Price exceeds the Final Purchase Price, then Seller shall pay to Purchasers an amount equal to the entire amount of such excess. (e) Any payments to be made pursuant to Section 2.8(d) shall be made by wire transfer of immediately available funds to the account designated in writing by Purchasers or Seller, as the case may be, within five (5) Business Days after the determination of the Final Purchase Price. (f) Each of the Estimated Closing Statement (including the Estimated Purchase Price and Estimated Purchase Price Elements) and the Closing Statement (including the Purchase Price and Purchase Price Elements) shall be prepared and calculated in accordance with the definitions of such terms contained in the Agreement and Schedule A and shall be prepared and calculated in a manner consistent with the accounting methodologies, principles and procedures used by Seller in preparing the Financial Statement (including calculating reserves and accruals in accordance with the same methodology used to Purchaser calculate such reserves and Seller no later accruals in the preparation of the Financial Statement), except that the Estimated Closing Statement and the Closing Statement (and all calculations set forth in each) shall (i) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) be based on facts and circumstances as they exist up to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing (other than the thirtieth determination of the Final Purchase Price in accordance with this Section 2.8); (30thiii) day after include the remaining differences underlying Purchaser’s Objection are referred to the CPA Firmsame line accounts (and only those line accounts) set forth on Schedule A; and (iv) utilize those accounting methodologies, or such longer period of time as the CPA Firm determines is necessary.principles and procedures set forth on Schedule A.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following 3.4.1 Unless the Parties shall have agreed on the Adjustment Amount on or before the Closing Date, Seller shall prepareshall, or cause to be preparedwithin forty-five (45) days of the Closing Date, prepare and deliver to Purchaser Buyer a statement (consolidated balance sheet of Barnebey, Waterlink UK and the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache Subsidiaries as of the Closing Time Date (xxx "Xxnal Closing Date Balance Sheet") based on which Seller will have determined the Closing Date Working Capital and the Adjustment Amount. Buyer may object to Seller's determination of the Adjustment Amount by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Seller within fifteen (15) days following delivery to it by Seller of such consolidated balance sheet. If Buyer makes such objection, then Buyer and Seller shall seek in good faith to resolve all disagreements set forth in Buyer's written statement of objections within twenty (20) days following the delivery thereof. In the event Buyer and Seller are unable to resolve all such disagreements within such twenty (20) day period, then either of them may elect, by written notice to the other, to have all such unresolved disagreements resolved by an accounting firm of recognized national standing acceptable to Buyer and Seller and not then employed by either Seller or Buyer (the "Selected Accounting Firm"), provided that, if Buyer and Seller cannot agree upon the accounting firm to serve as the Selected Accounting Firm, then the Bankruptcy Court shall make the determination, which shall be set forth separately for each final and binding on the Parties. Each of Buyer and Seller shall promptly deliver its proposed Adjustment Amount and support thereof to the Newsprint Business Selected Accounting Firm, and Apacheshall jointly instruct the Selected Accounting Firm to select either Buyer's or Seller's proposed Adjustment Amount, but as aggregated which selected Adjustment Amount shall be referred to as the “Closing Net Working Capital”) deemed accepted by Buyer and Seller for all purposes of this Agreement. No appeal from such determination shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations permitted. The Selected Accounting Firm shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered further instructed to Purchaser. 1.9.2 Purchaser shall, use every reasonable effort to perform its services within thirty (30) days after the delivery submission to it of the Closing Net Working Capital Statement to itproposed Adjustment Amounts and, complete its review in any case, as soon as practicable after such submission. The costs and expenses for the services of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Selected Accounting Firm shall be as follows: (a) Within ten (10) days after borne by the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection Party whose proposed Adjustment Amount is not selected. Notwithstanding anything to the CPA Firm in writing (with a copy contrary herein, any obligation of Seller to Seller)Buyer for the post-closing adjustment under this Section 3.4 shall be limited to, supported by and shall not exceed, the Purchase Price Escrow Amount, and Buyer shall have no claim against Seller for, or any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of recourse for recovery of, any amount beyond the Purchaser’s Objection with respect to any unresolved element to which such failure relatesPurchase Price Escrow Amount. (b) Within fifteen (15) days following Purchaser’s submission of 3.4.2 If the unresolved elements of Purchase Price as either agreed by the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to Parties or selected by the CPA Selected Accounting Firm in writing (with a copy to Purchaser), supported or determined by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later the Bankruptcy Court is less than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA FirmPreadjustment Cash Purchase Price plus or minus, or such longer period of time as the CPA Firm determines case may be, the Estimated Adjustment Amount, then the amount of such short-fall shall be promptly paid to Buyer by the Price Adjustment Escrow Agent from the Purchase Price Adjustment Escrow Amount in immediately available U.S. funds by confirmed wire transfer to a bank account to be designated by Buyer. If such Purchase Price is necessarygreater than the Preadjustment Cash Purchase Price plus or minus, as the case may be, the Estimated Adjustment Amount, then the amount of such excess shall be promptly paid to Seller by Buyer in immediately available U.S. funds by confirmed wire transfer to a bank account to be designated by Seller.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) As soon as practicable following the Closing Date (and in any event, no later than 90 days following the Closing Date), Seller Buyer shall prepareprepare and deliver, or cause to be preparedprepared and delivered, and deliver to Purchaser Seller a statement that sets forth Buyer’s good faith calculation, in reasonable detail, of (the “i) Closing Cash; (ii)(A) Closing Net Working Capital Statement”and (B) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Adjustment Amount resulting therefrom; (iii) the Closing Indebtedness, (iv) Company Transaction Expenses (each item set forth in the foregoing clauses (i) through (iv), a “Post-Closing Adjustment Item”); and (v) the resulting calculation of the Final Purchase Price (such statement, the “Closing Statement”). The Closing Statement shall be prepared on a consolidated basis for the Company and its Subsidiaries in accordance with the Accounting Principles. (b) The calculation of each Post-Closing Adjustment Item and the Final Purchase Price (in each case, as set forth in the Closing Statement) shall become final and binding upon the Parties on the earlier of (i) the date Seller notifies Buyer in writing of its acceptance of the calculation of each Post-Closing Adjustment Item and the Final Purchase Price (in each case, as set forth in the Closing Statement); or (ii) 12:01 a.m. local time in New York, New York on the 46th day following Seller’s receipt of the Closing Statement (the “Disagreement Deadline”), unless Seller notifies Buyer in writing prior to itsuch date of its disagreement with any aspect of the calculation of any Post-Closing Adjustment Items and/or the Final Purchase Price (in each case, complete as set forth in the Closing Statement) (such notice, a “Notice of Disagreement”). The Notice of Disagreement shall specify in reasonable detail the specific Post-Closing Adjustment Items that Seller disputes, including Seller’s own determination of the calculation of each disputed Post-Closing Adjustment Item and the Final Purchase Price. Any Post-Closing Adjustment Item that is not disputed in the Notice of Disagreement will be final and binding on the Parties. If a Notice of Disagreement is delivered by or on behalf of Seller prior to the Disagreement Deadline, then (A) the amount of each disputed Post-Closing Adjustment Item and the Final Purchase Price shall become final and binding only upon the earlier of (1) the date that Seller and Buyer resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement; or (2) the date on which any disputed matters specified in the Notice of Disagreement (to the extent not previously resolved by Seller and Buyer in writing) are finally resolved through accounting arbitration in accordance with Section 2.06(d); and (B) the final and binding amount of each disputed Post-Closing Adjustment Item and the Final Purchase Price shall be deemed to be the amounts agreed to by Seller and Buyer in writing, or as resolved through accounting arbitration in accordance with Section 2.06(d), as the case may be; provided that in no event shall the final and binding amount of any Post-Closing Adjustment Item be (I) more favorable to Buyer than the amount of such Post-Closing Adjustment Item reflected in the Closing Statement prepared by Buyer; or (II) more favorable to Seller than the amount of such Post-Closing Adjustment Item reflected in the Notice of Disagreement delivered by Seller. (c) Until each Post-Closing Adjustment Item amount becomes final and binding, Buyer shall provide Seller and its Representatives reasonable access to the books and records and finance and accounting employees of the Company and its Subsidiaries to the extent necessary or desirable for the review of the Closing Net Working Capital reflected on Statement, preparation of the Closing Net Working Capital Statement. Notice of Disagreement, if applicable, or the resolution of any dispute with respect thereto, if applicable, and shall cause the employees of Buyer, the Company, the Company’s Subsidiaries and their respective Affiliates to reasonably cooperate with Seller and its Representatives in connection therewith (provided that such access shall be provided during normal business hours upon reasonable prior written notice by Seller or its Representatives to Buyer). (d) If Purchaser wishes a Notice of Disagreement shall be duly and timely delivered pursuant to dispute Section 2.06(b), Seller and Buyer shall, during the Closing Net Working Capital, Purchaser shall notify 30 days following such delivery (or such longer period as may be mutually agreed by Buyer and Seller in writing in reasonable detail of such disagreement and any reason therefore (writing, the “Purchaser’s ObjectionResolution Period”), setting forth a specific description negotiate in good faith the resolution of the basis disagreements specified in the Notice of Purchaser’s Objection Disagreement. If, at the conclusion of the Resolution Period, Seller and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day Buyer have not resolved any of such thirty disagreements, then all amounts and issues specified in the Notice of Disagreement remaining in dispute shall be submitted by Seller and Buyer for definitive resolution to an independent accounting firm of recognized national standing mutually selected in good faith by Seller and Buyer (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objectionthe “Independent Firm”). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection The Independent Firm shall be irrevocably deemed to be accepted engaged by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable Buyer no later than 10 Business Days following the later to resolve all occur of their disagreements (i) the conclusion of the Resolution Period; and (ii) the determination of the identity of the Independent Firm in accordance with this Section 2.06(d). Each of Buyer and Seller acknowledges and agrees that the Independent Firm shall function solely as an expert and not as an arbitrator. Each of Seller and Buyer agrees to promptly execute, if requested by the Independent Firm, a reasonable engagement letter with respect to the determination to be made by the Independent Firm with respect to such dispute in accordance with this Section 2.06(d). The Independent Firm shall determine only those issues specified in the Notice of Disagreement duly and timely delivered pursuant to Section 2.06(b) and still in dispute at the end of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection Resolution Period (the “Negotiation PeriodRemaining Disputed Items”), they and the Independent Firm’s determination shall refer their remaining differences to a mutually agreeable independent accounting firm be based upon and consistent with the terms and conditions of national recognition (other than an independent accounting firm utilized this Agreement. The determination by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who Independent Firm shall determine, only also be based on presentations with respect to the remaining differences so submittedRemaining Disputed Items by Seller and Buyer to the Independent Firm (to the extent consistent with the terms and conditions of this Agreement) and not on the Independent Firm’s independent review or investigation. Seller and Buyer will provide copies to each other of all written submissions to the Independent Firm, whether and neither Seller nor Buyer will meet or discuss any substantive matters with the Independent Firm without Buyer or Seller, respectively, or their respective Representatives present or having the reasonable opportunity to what extentbe present, either in person, by videoconference or by telephone. Seller and Buyer shall use their reasonable best efforts to make their respective presentations as promptly as practicable following submission to the Independent Firm of the Remaining Disputed Items (but in any event, no later than 15 days after engagement of the Independent Firm), and each of Seller and Buyer shall be entitled, as part of its presentation, to respond to the presentation of the other presenter and any questions and requests of the Independent Firm. In deciding any matter, the Independent Firm (A) shall be bound by the provisions of this Agreement, including this Section 2.06; and (B) may not assign a value to any item (1) greater than the greatest value for such item claimed (I) by Buyer in the Closing Statement (or, if any, less than the greatest value for such item claimed by Buyer in the Closing Net Working Capital requires adjustmentStatement, in Buyer’s presentations to the Independent Firm); or (II) by Seller in the Notice of Disagreement (or, if less than the greatest value for such item claimed by Seller in the Notice of Disagreement, in Seller’s presentations to the Independent Firm); or (2) less than the smallest value for such item claimed (I) by Buyer in the Closing Statement (or, if greater than the smallest value for such item claimed by Buyer in the Closing Statement, Buyer’s presentations to the Independent Firm); or (II) by Seller in the Notice of Disagreement (or, if greater than the smallest value for such item claimed by Seller in the Notice of Disagreement, in Seller’s presentations to the Independent Firm). There shall be no ex parte communication between either Buyer or Seller and the Independent Firm. The procedure Independent Firm’s determination shall be made within 45 days after its engagement, or as soon thereafter as possible, shall be set forth in a written statement delivered to Seller and schedule Buyer and shall be final, conclusive, non-appealable and binding for all purposes hereunder, absent manifest error by the Independent Firm or fraud. The determination of the Independent Firm shall not be deemed an award subject to review under which the Federal Arbitration Act or any other similar statute. All fees and expenses of the Independent Firm pursuant to its engagement by Seller and Buyer to make its determination with respect to such dispute shall be borne by Buyer and Seller in the same proportion as the aggregate amount of the items specified in the Notice of Disagreement that are unsuccessfully disputed by each Party (as determined by the Independent Firm) bears to the total amount of the items specified in the Notice of Disagreement submitted to the CPA Independent Firm. For example, if the total amount of the Remaining Disputed Items is $1,000 and the aggregate amount of the Remaining Disputed Items resolved by the Independent Firm in favor of Seller is $600 and, then Buyer shall be as followsbear 60% of the fees and expenses of the Independent Firm, and Seller shall bear 40% of the fees and expenses of the Independent Firm. (e) Within five Business Days after all of the Post-Closing Adjustment Item amounts and the Final Purchase Price become final and binding: (a) Within ten (10) days after the later of (i) if an Overpayment Amount exists, Buyer and Seller shall execute and deliver joint written instructions to the end Escrow Agent instructing the Escrow Agent to disperse, pursuant to the written payment instructions of such Party delivered to the Negotiation Period Escrow Agent in accordance with the Escrow Agreement, first (A) to Buyer, an amount equal to such Overpayment Amount; and thereafter (B) to Seller, any Remaining Escrow Funds after giving effect to the disbursement set forth in the foregoing clause (A); (ii) if an Underpayment Amount exists, (A) Buyer shall pay, or cause to be paid, to Seller by wire transfer of immediately available funds to one or more accounts designated by Seller, an amount equal to such Underpayment Amount; and (B) Buyer and Seller shall execute and deliver joint written instructions to the selection Escrow Agent instructing the Escrow Agent to disburse, pursuant to the written payment instructions of Seller delivered to the Escrow Agent in accordance with the Escrow Agreement, to Seller any Remaining Escrow Funds; or (iii) if neither an Overpayment Amount or Underpayment Amount exists, Buyer and Seller shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse, pursuant to the written payment instructions of Seller delivered to the Escrow Agent in accordance with the Escrow Agreement, to Seller any Remaining Escrow Funds. The Escrow Funds shall be the sole and exclusive source of recovery for the amount of any Overpayment Amount, and all claims for any portion of the CPA Firm, Purchaser Overpayment Amount shall submit be asserted solely against the Escrow Funds in accordance with the foregoing clause (i). Buyer and Seller will share equally the payment of any unresolved elements of the Purchaser’s Objection fees and expenses payable to the CPA Firm in writing (with a copy Escrow Agent pursuant to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesEscrow Agreement. (bf) Within fifteen Any payments made by or on behalf of a Party pursuant to Section 2.06(e)(i) or (15ii) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection shall be treated as specified in sub-clause (a) above, Seller shall submit its response adjustments to the CPA Firm in writing Purchase Price hereunder, and no Party shall take any position inconsistent with such characterization (with a copy to Purchaserincluding for applicable Tax purposes), supported in each case, except as may be required by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesapplicable Law. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety On or before the latter of (90i) the 120th day following the Closing Date and (ii) 30 days following the Closing Datedelivery to Buyer of the Stub Period Balance Sheet pursuant to Section 5.9, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Shareholders’ Representative a statement final balance sheet of the Business as of the Effective Time (the “Final Closing Date Balance Sheet”) and a final net working capital statement as of the Effective Time (the “Final Net Working Capital Statement”) which ), which, in the case of the Final Closing Balance Sheet, shall set forth include the final determination of the Net Working Capital of the Newsprint Business and of Apache as of the Closing Effective Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Final Closing Date Net Working Capital”) and, in the case of the Final Net Working Capital Statement, shall include a final calculation of the difference between the Targeted Net Working Capital and the Final Closing Date Net Working Capital (the “Final Net Working Capital Adjustment”). The Final Closing Date Balance Sheet and Final Net Working Capital Statement shall be prepared in accordance with Seller’s past accounting methodsCanadian GAAP, policiesincluding with respect to proper reserves, practices and procedures and in a manner consistent with the same manner, with consistent classification and estimation methodology, as preparation of the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excludedStatements. The Final Closing Date Balance Sheet and Final Net Working Capital Statement may (together with the Final Closing Date Net Working Capital and Final Net Working Capital Adjustment) shall become final and binding upon the Parties twenty (20) days following the Shareholders’ Representative’s receipt thereof, unless the Shareholders’ Representative gives written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Buyer receives a Notice of Disagreement within the appropriate time frame, each undisputed item on the Final Closing Date Balance Sheet shall become final and binding and each disputed item on the Final Closing Date Balance Sheet shall become final and binding on the earliest of (x) the date the Shareholders’ Representative and the Buyer resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (y) the date on which each such matter in dispute is finally resolved jointly by the Shareholders’ Representative’s independent public accountant and Buyer’s independent public accountant. During the twenty (20) days following delivery of a Notice of Disagreement, if the Shareholders’ Representative and Buyer have not be amended by Seller after it is delivered resolved such differences outlined in the Notice of Disagreement, the Shareholders’ Representative and Buyer, unless otherwise mutually agreed to Purchaser. 1.9.2 Purchaser shallin writing, shall submit to their respective independent public accountants for review and resolution only such matters that remain in dispute and that were properly included in the Notice of Disagreement. The Shareholders’ Representative and Buyer shall instruct their respective independent public accountants to resolve such disputed matters within thirty (30) days after of submission and to not assign a value to any item in dispute greater than the delivery greatest value for such item assigned by either the Shareholders’ Representative or Buyer or lesser than the smallest value of such item assigned by either the Shareholders’ Representative or Buyer. The Shareholders’ Representative (acting on account of the Shareholders) and Buyer shall pay the fees and expenses of their respective independent public accountants. Upon the final determination of the Final Closing Date Balance Sheet and Final Net Working Capital Statement to it, complete its review of (together with the Final Closing Date Net Working Capital reflected on the Closing and Final Net Working Capital Statement. If Purchaser wishes to dispute Adjustment) as set forth in this Section 1.2(c), if the Final Closing Date Net Working Capital as reflected in the Final Closing Date Balance Sheet exceeds the Closing Date Net Working Capital as reflected in the Closing Date Balance Sheet, then Buyer shall promptly pay to the Shareholders an amount equal to the difference between the Final Closing Date Net Working Capital and the Closing Date Net Working Capital (the “Post-Closing Adjustment”). Upon the final determination of the Final Closing Date Balance Sheet and Final Closing Date Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of if the basis of Purchaser’s Objection and the adjustments to the Final Closing Date Net Working Capital that Purchaser believes should be made, on or before as reflected in the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it Final Closing Date Balance Sheet is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on less than the Closing Date Net Working Capital Statements not disputed as reflected in Purchaser’s Objection the Closing Date Balance Sheet, then the Post-Closing Adjustment shall be irrevocably deemed deducted from the Escrow Amount and promptly released to be accepted Buyer upon joint written instructions executed by Purchaser. Seller shall then have thirty (30) days to review the Shareholders’ Representative and respond to Purchaser’s Objection. If Seller Buyer and Purchaser are unable to resolve all of their disagreements with respect delivered to the determination of Escrow Agent. Any payments made under this Section 1.2(c) shall be treated by the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than Parties as an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect adjustment to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesPurchase Price for Tax purposes. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than sixty days following the Closing Date, Seller Purchaser shall prepare, or cause to be preparedprepared and delivered to Seller statements, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each Date, of the Newsprint Business and Apache, but as aggregated shall be referred to as Adjusted Net Working Capital (the “"Post-Closing Adjusted Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods"), policiesthe Business Property (the "Post-Closing Business Property"), practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The net capital lease obligations (the "Post-Closing Lease Obligations," and together with the Post-Closing Adjusted Net Working Capital Statement may not and the Post-Closing Business Property, the "Post-Closing Figures"). Purchaser's Post-Closing Figures shall be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after consistent with the delivery calculation and presentation of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesFigures. (b) Within fifteen (15) No later than forty-five days following Purchaser’s submission the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a good faith estimate of the unresolved elements of Post-Closing Figures (the "Purchaser Estimate"). The Purchaser Estimate shall reflect the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response 's efforts to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller date with respect to any unresolved elements the production of the Post-Closing Figures, but shall not be binding on the Purchaser with respect to which such failure relatesthe calculation of the Post-Closing Adjusted Purchase Price. (c) If Seller disagrees in good faith with any item within Purchaser's Post-Closing Figures delivered pursuant to Section 3.3(a), Seller may, within seven days after delivery of the Post-Closing Figures, deliver a notice to Purchaser setting forth, in reasonable detail and to the extent practicable, each item or amount so disputed by Seller. Upon delivery of any such notice, Seller shall be deemed to have agreed with all other items and amounts set forth in the Post-Closing Figures that are not specifically the subject of dispute in any notice delivered by Seller as provided above. (d) If Seller delivers a notice pursuant to Section 3.3(c), Purchaser and Seller shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Post-Closing Adjustment (if any). If, within five days following Seller's delivery of a notice pursuant to Section 3.3(c), Purchaser and Seller are unable to reach such agreement (such event, a "Dispute"), then the amount of any disputed items or amounts shall be determined in accordance with Section 3.3(g), below. (e) Post-Closing Adjusted Purchase Price" shall be calculated in accordance with the provisions for the calculation of Adjusted Purchase Price in Section 3.2, but utilizing the Post-Closing Figures instead of the Closing Figures for all calculations. (f) Post-Closing Adjustment" shall equal the Post-Closing Adjusted Purchase Price minus the Adjusted Purchase Price. (g) In the event of a Dispute, Purchaser and Seller shall within five days after the expiration of the five day period described in Section 3.3(d) jointly retain a nationally recognized accounting firm mutually acceptable to both Purchaser and Seller that does not have a business relationship with Purchaser or Seller or an affiliate of either (the "Accounting Referee") to promptly review this Agreement and the disputed items or amounts for the purpose of calculating the Post-Closing Adjustment. In making such calculation, the Accounting Referee shall consider only those items or amounts in Exhibit A, the Closing Figures and the Post-Closing Figures as to which there is disagreement. The CPA Firm Accounting Referee shall deliver its written determination to Purchaser and Seller Seller, as promptly as practicable and in no later event more than eight days after its appointment, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Seller. The cost of such review and report shall be borne (1) by Purchaser if the Accounting Referee determined Post-Closing Adjustment is greater than the thirtieth Purchaser proposed Post-Closing Adjustment, (30th2) by Seller if the Accounting Referee determined Post-Closing Adjustment is less than the Purchaser proposed Post-Closing Adjustment, and otherwise (3) equally by Purchaser and Seller. Purchaser and Seller agree that they will, and agree to cause their respective independent accountants to, cooperate and assist in the calculation of the Post-Closing Adjustment and in the conduct of the audits and reviews referred to in this Section 3.3, including making available to the extent necessary books, records, work papers and personnel. (h) Post-Closing Distribution" shall be made on the 85th day after the remaining differences underlying Purchaser’s Objection are referred Closing and shall equal (1) the Post-Closing Adjustment, plus (2) the Escrow Amount, plus (3) any Purchaser Indemnification Adjustment (as defined in Section 12.1), minus (4) any Seller Indemnification Adjustment (as defined in Section 12.1). The "Post-Closing Distribution" shall be determined either by the mutual agreement of the Seller and the Purchaser or, in the event of a Dispute, by the Accounting Referee, in either case not more than 85 days after Closing. If the Post-Closing Distribution is negative, the Seller shall, within five days of the final determination of the Post-Closing Adjustment, redeem to the CPA FirmPurchaser a portion of the consideration for the shares equal to the amount by which the Post-Closing Distribution is less than zero, and the Escrow Agent shall remit the full Escrow Amount to the Purchaser. If the Post-Closing Distribution is positive, the Escrow Agent shall, within five days of the final determination of the Post-Closing Adjustment, pay to the Seller an amount of the Escrow Amount equal to the Post-Closing Distribution, and shall remit to the Purchaser the balance of the Escrow Amount, if any. If the Post-Closing Distribution is greater than the Escrow Amount, the Purchaser shall pay to the Seller an additional amount of consideration equal to the difference. Notwithstanding the foregoing, if a dispute pursuant to paragraph (f) has not been resolved by the 85th day after Closing or an indemnification claim has been asserted and remains unresolved as of such longer period date, the Escrow Agent shall not release the disputed amount until resolution of time as the CPA Firm determines is necessarysuch dispute.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) Purchaser and its accountants shall have sixty (60) days following after the Closing Date, Seller shall prepare, or cause in which to be prepared, review and deliver to Purchaser a statement (examine the “Closing Net Working Capital Statement”) which shall set forth Report and verify the Net Working Capital amount of the Newsprint Business and of Apache as Purchase Price Adjustment. If Purchaser does not dispute the accuracy of the Closing Time Report by written notice to Seller within such sixty (which 60) day period, the Closing Report shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) deemed accepted and shall be prepared in accordance with final and binding on the parties. If following such review, Purchaser disputes the accuracy of the Closing Report, Purchaser and Seller’s past accounting methods, policiesor each of their accountants, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excludedattempt to reconcile any such dispute. The Closing Net Working Capital Statement may If such dispute has not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, been reconciled within thirty (30) days after of Purchaser's notification to Seller of the delivery existence of such dispute, or such longer period upon which Purchaser and Seller shall agree, they shall refer such dispute to a North Carolina certified public accountant or accounting firm on whom Purchaser's and Seller's accountants shall mutually agree to resolve the dispute (the "Referee Accountant"). Seller and Purchaser shall furnish to the Referee Accountant copies of the Closing Net Working Capital Statement to it, complete its review Report and working papers and supporting detail as the Referee Accountant shall reasonably request. The decision of the Closing Net Working Capital reflected on the Closing Net Working Capital StatementReferee Accountant shall be final and binding upon all parties, absent manifest error. If Seller and Purchaser wishes to dispute the Closing Net Working Capital, Purchaser each shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description pay one-half of the basis fees and expenses of Purchaser’s Objection and the adjustments Referee Accountant. (b) If the amount of the Purchase Price Adjustment, as finally determined, is greater than the amount determined pursuant to the Closing Net Working Capital that Purchaser believes should Report, then any such difference shall be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended paid by Purchaser after it is delivered to Seller (except in immediately available funds to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed an account designated in Purchaser’s Objection shall be irrevocably deemed to be accepted writing by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (such determination. If the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any amount of the foregoing Purchase Price Adjustment, as finally determined, is less than the amount determined pursuant to the Closing Report, then any such amount shall be refunded by Seller to Purchaser in immediately available funds to an account designated in writing by Purchaser within the past three thirty (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (1030) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesdetermination. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As soon as reasonably practicable after the Closing Date, Seller shall prepareand in any event within 60 days thereof, or cause to be prepared, Buyer will prepare and deliver to Purchaser Seller a statement setting forth in reasonable detail the Buyer’s calculation of (i) the “Closing Net Working Capital Statement”Company Indebtedness, (ii) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of iii) the basis of Purchaser’s Objection and the adjustments to the Closing resulting Net Working Capital that Purchaser believes should be madeAdjustment, on or before (iv) the last day aggregate amount of Company Transaction Expenses, and (v) the Excess Cash (such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected statement being referred to as the “CPA FirmBuyer Closing Statement”). The Buyer Closing Statement shall also include a certification, who shall determinesigned by an officer of Buyer, only as to whether a Specified Producer Base Purchase Price Adjustment Reversal Amount is due to Seller pursuant to Section 2.6(e) below. The Buyer Closing Statement, the Final Closing Statement and the component items thereof will be prepared and calculated in accordance with the definitions set forth in this Agreement. Buyer will (1) permit, and will cause the Company to permit, Seller and its advisors and representatives such access to the books, records, properties, premises, work papers, personnel and other information of the Company as is reasonably necessary to permit Seller and its advisors and representatives to review the Buyer Closing Statement or to address any dispute described in this Section 2.6 and (2) reasonably cooperate, and will cause the Company to reasonably cooperate, with Seller and its advisors and representatives in connection with such review or any dispute, including providing as soon as practicable all such information necessary in connection with the review of the Buyer Closing Statement as is reasonably requested by Seller or its advisors or representatives, in each case subject to the limitations set forth in Section 6.2(d). The Parties agree that the purpose of preparing and calculating the Net Working Capital is to measure changes in such amount from the Net Working Capital Target without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Accounting Principles or the methodology set forth on Exhibit 1.1 (a) A. The Buyer Closing Statement and the calculation of the amounts therein will entirely disregard (x) any and all effects on the assets and liabilities of the Company or the Covered Business as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and (y) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the remaining differences so submitted, whether and to what extent, if any, Company or the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesCovered Business. (b) Within fifteen (15) Seller will, within 45 days following Purchaser’s submission its receipt of the unresolved elements Buyer Closing Statement (the “Review Period”), accept or reject the Buyer Closing Statement submitted by Buyer. If Seller disagrees with the Buyer Closing Statement or any calculation therein, then Seller will give written notice to Buyer of such dispute, setting forth, in reasonable detail, those items and amounts as to which Seller disagrees, the basis for Seller’s objections and Seller’s calculation of the Purchaser’s Objection as specified in subamount of each disputed item within such 45-clause (a) aboveday period. Should Seller fail to provide Buyer with a written notice of dispute within such 45-day period, Seller shall submit its response will be deemed to agree with the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.Buyer Closing Statement 16 US 167664346 HB: 4845-7978-5147.2

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety sixty (9060) days following the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement consolidated balance sheet for the Company and the Subsidiaries (the “Closing Net Working Capital Statement”as defined herein) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the close of business on the Closing Time Date (which shall be set forth separately for each the "Closing Date Balance Sheet") together with a schedule of the Newsprint Business Net Asset Value as of the close of business on the Closing Date (the "Net Asset Value Schedule") which Closing Date Balance Sheet and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and Asset Value Schedule shall be prepared in accordance with GAAP applied consistently with the financial statements referred to in Section 4.5 hereof. (b) Within forty-five (45) days after Purchaser's receipt of the Closing Date Balance Sheet and the Net Asset Value Schedule, Purchaser shall deliver to Seller a written report (the "Purchaser's Report") setting forth, in reasonable detail and with reasonable specificity as to each disputed item, any disputed amounts comprising the Closing Date Balance Sheet and the Net Asset Value as reflected on the Net Asset Value Schedule and Purchaser's proposed alternative thereto. (c) Purchaser, on the one hand, and Seller’s past , on the other hand, shall permit the other party and the other party's representatives, during normal business hours, at the other party's expense, to have full and complete access to, and to examine, all work papers and schedules of or relating to the Company which are in its possession, and which work papers and schedules are necessary or appropriate to prepare and/or review the Closing Date Balance Sheet and the Net Asset Value Schedule. (d) If Purchaser disagrees with the Closing Date Balance Sheet or Net Asset Value shown on the Net Asset Value Schedule and Purchaser has timely delivered the Purchaser's Report, and such disagreement involves either (i) the mathematical calculation of the Net Asset Value or (ii) the appropriate accounting methodstreatment (including the interpretation or application of GAAP) or valuation of any asset or liability, policiesor item of income or expense, practices and procedures and that affects the Net Asset Value or the inclusion or exclusion of any item in the same manner, with consistent classification determination of Net Asset Value and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may cannot be amended resolved by Purchaser and Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery Seller's receipt of the Closing Net Working Capital Statement Purchaser's Report, either Purchaser, on the one hand, or the Seller, on the other hand, by written notice to itthe other, complete its review may elect to have any such disagreement tendered to and resolved by a mutually agreeable independent public accounting firm (the "Accountant") to make a determination as to the subject matter of such disagreement based solely upon not more than two rounds of presentations by Seller and Purchaser on the provisions of this Agreement and not by independent review. The determination by the Accountant shall be final and binding on the parties hereto for the purpose of this Agreement, and Purchaser, on the one hand, and Seller, on the other hand, shall each pay one-half of the Closing Net Working Capital reflected fees and expenses charged by the Accountant and such fees shall not be accrued on the Closing Net Working Capital StatementDate Balance Sheet. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection The Accountant shall be irrevocably deemed instructed to be accepted by Purchaser. Seller shall then have thirty (30) days use every reasonable effort to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items perform its function within thirty (30) days following Seller’s receipt submission of the matter to it and, in any case, as soon as practicable after such submission to it. The Accountant shall be limited to deciding each such disagreement in an amount which shall be equal to or in between the amounts proposed by Seller and Purchaser’s Objection , and no more and no less. (e) Once the parties agree upon or otherwise arrive at a final Net Asset Value as reflected on the Net Asset Value Schedule (the “Negotiation Period”), they shall refer their remaining differences "Final Net Asset Value") pursuant to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within procedures, the past three Final Net Asset Value shall be compared to the Estimated Net Asset Value. To the extent the Final Net Asset Value is less than the Estimated Net Asset Value, then for each dollar that the Final Net Asset Value is less than the Estimated Net Asset Value, one dollar (3$1.00) years) acceptable shall be repaid to both Purchaser by Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after following such determination as a reduction from the conclusion of Initial Purchase Price. To the Negotiation Periodextent the Final Net Asset Value is greater than the Estimated Net Asset Value, either Seller or Purchaser may request then for each dollar that the Chairman of Final Net Asset Value is greater than the American Arbitration Association Estimated Net Asset Value, one dollar (or the nominated representative of the Chairman$1.00) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted paid to the CPA Firm shall be as follows: (a) Within Seller by Purchaser within ten (10) days after following such determination as an increase from the later Initial Purchase Price. The Initial Purchase Price, as so adjusted pursuant to this Section 2.2, shall be referred to as the "Purchase Price." (f) The provisions in Section 2.2(d) and Section 2.3 relating to resolutions of disputes by an accounting firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) the end any dispute arising out of a breach by one of the Negotiation Period parties of its obligations under this Agreement; or (ii) any other dispute other than (in the case of this clause) a dispute specifically contemplated by clauses (i) and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements first sentence of the Purchaser’s Objection to the CPA Firm in writing (with a copy to SellerSection 2.2(d) or by Section 2.3(b), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As soon as practicable but in no event more than ninety (90) days following the Closing DateClosing, Seller Swiss Buyer shall prepare, or cause to be prepared, and deliver to Purchaser a statement (Parent the “Closing Net Working Capital Date Inventory Statement”) , which shall set forth the Net Working Capital Closing Date Inventory Value determined after a physical examination and/or count of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets Inventory and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatescalculation thereof. (b) Within fifteen Subject to Section 2.6(c), the Purchase Price shall be increased or reduced, as the case may be, (15the “Purchase Price Adjustment Amount”) days following Purchaser’s submission by (i) the Closing Date Inventory Value minus (ii) the Estimated Closing Date Inventory Value, expressed as a positive, if positive, or as a negative, if negative. If the Purchase Price Adjustment Amount is a positive number, then the Purchase Price shall be increased by the Purchase Price Adjustment Amount and Buyers shall promptly (and in any event within five (5) Business Days) after the final determination thereof pay to Sellers the Purchase Price Adjustment Amount in U.S. Dollars by wire transfer of immediately available funds to one or more accounts designated by Sellers. If the unresolved elements Purchase Price Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the Purchase Price Adjustment Amount and Sellers shall promptly (and in any event within five (5) Business Days) after the final determination thereof pay to Buyers the Purchase Price Adjustment Amount in U.S. Dollars by wire transfer of immediately available funds to one or more accounts designated by Buyers. In the Purchaser’s Objection as specified event that Sellers fail to pay the Purchase Price Adjustment Amount to Buyers within such five (5) Business Day period, Buyers may elect, in sub-clause (a) abovetheir sole discretion, Seller shall submit its response to satisfy Sellers’ obligations from the Escrow Account. Any adjustment to the CPA Firm Purchase Price shall be allocated among the Sellers based on the change in writing (with a copy to Purchaser), supported the Transferred Assets transferred by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which each such failure relatesSeller. (c) The CPA Firm shall deliver its written determination If the amount that would otherwise constitute a Purchase Price Adjustment Amount is equal to Purchaser and Seller or less than $25,000, no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred adjustment to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryPurchase Price shall be made and no Purchase Price Adjustment Amount shall be payable.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As soon as practicable (but in any event, within ninety (90) days following days) after the Closing DateClosing, Seller shall prepareBuyer will deliver to Sellers an audited consolidated income statement, or balance sheet and statement of cash flows for the Lighthouse Companies for each of (i) the fiscal year ending December 31, 2014 and (ii) the twelve (12) fiscal month period ending on and as of the end of the last fiscal month immediately prior to the Closing, along with an unqualified audit opinion from an independent certified public accountant reasonably acceptable to Buyer and Sellers (the “Auditor”) (collectively, the “Audited Statements”). Each of Buyer and Sellers will, and will cause their respective Representatives to, provide the Auditor with reasonable access to be preparedthe Lighthouse Companies’ books, records, personnel and property to the extent reasonably necessary to prepare the Audited Statements. (b) As soon as practicable (but in any event within sixty (60) days) after Buyer’s delivery of the Audited Statements, Buyer will prepare and deliver to Purchaser the Seller Representative a statement certificate (the “Buyer Closing Net Working Capital Statement”) which shall set that sets forth Buyer’s determination (along with Buyer’s detailed calculation thereof) of (i) the Purchase Price, including the calculation of the trailing twelve full fiscal month Adjusted EBITDA as of the end of the last fiscal month immediately prior to the Closing based on the Audited Statements and (ii) the calculation of the Net Working Capital Capital. (c) The Seller Representative will have forty-five (45) days after its receipt of the Newsprint Business and of Apache as Buyer Closing Statement to review it. To the extent reasonably required to complete their review of the Buyer Closing Time (which shall Statement, the Seller Representative and its Representatives will be set forth separately for each provided with reasonable access to the books, records and working papers of Buyer and the Lighthouse Companies used to prepare the Buyer Closing Statement, Buyer’s and the Lighthouse Companies’ finance personnel and any other information of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except Lighthouse Companies that the Excluded Assets Seller Representative reasonably requests relating to the determination of Purchase Price, and Buyer and the Newsprint Retained Obligations Lighthouse Companies shall be excludedcooperate with the Seller Representative and its Representatives in connection therewith. The Seller Representative may deliver notice to Buyer on or prior to the forty-fifth (45th) day after receipt of the Buyer Closing Net Working Capital Statement may not be amended by specifying in reasonable detail all disputed items and the basis therefor. If the Seller after it is delivered Representative fails to Purchaser. 1.9.2 Purchaser shalldeliver such notice in such forty-five (45) day period, the Seller Representative (on behalf of Sellers) will have waived its right to contest the Buyer Closing Statement. If the Seller Representative notifies Buyer of any objections to the Buyer Closing Statement in such forty-five (45) day period, the Seller Representative and Buyer will, within thirty (30) days after following the delivery date of the Closing Net Working Capital Statement such notice, attempt to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statementresolve their differences and any written resolution by them as to any disputed amount will be final and binding for all purposes under this Agreement. If Purchaser wishes to dispute at the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day conclusion of such thirty (30) day period, which Purchaser’s Objection may period Buyer and the Seller Representative have not be amended by Purchaser after it is delivered to Seller (except to withdraw reached an agreement on any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements objections with respect to the determination Buyer Closing Statement, then upon then upon request of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (Buyer or the nominated representative of Seller Representative, the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to parties will resolve the dispute by way of the Dispute Resolution Procedure. (d) The term “Final Statement” will mean the accounting firm selected being referred definitive statement agreed to as by the Seller Representative and Buyer in accordance with Section 1.5(c) or the definitive statement resulting from the determination made by the Independent Expert in accordance with the Dispute Resolution Procedure, and the term “Final Statement Date” shall mean the date on which the Final Statement is determined in accordance with this Agreement. For purposes of this Agreement, the “CPA Firm”), who Adjustment Amount” shall determine, only with respect mean an amount equal to the remaining differences so submittedfinally determined Purchase Price as shown on the Final Statement minus the amount of the Estimated Purchase Price. If the Adjustment Amount is a positive amount, whether and then Buyer shall pay to what extent, if any, Sellers the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be Adjustment Amount as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following Following the Closing DateClosing, Seller the Merger Consideration shall prepare, or cause be adjusted as provided herein to be prepared, and deliver to Purchaser a statement (the “Closing reflect changes in Net Working Capital Statement”) which shall set forth as determined based on the Closing Date Statement of Net Working Capital of compared to the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Target Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) 60 days after following Closing, Buyer and the later of (i) Surviving Corporation shall cause to be prepared and delivered to the end Shareholders' Representative a statement of the Negotiation Period current assets (the "Current Assets") and the current liabilities (iithe "Current Liabilities") the selection of the CPA Firm, Purchaser shall submit any unresolved elements Company and ARA as of the Purchaser’s Objection close of business on the Friday immediately preceding the Closing (the "Closing Date Statement of Net Working Capital") along with supporting materials and calculations and a calculation of the amount, if any, due to the CPA Firm in writing (with Selling Shareholders or Buyer as a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser result of the Purchaser’s Objection adjustments set forth in this Section 2.10. The Current Assets and Current Liabilities set forth on the Closing Date Statement of Net Working Capital shall be determined in accordance with respect GAAP applied in the manner, and according to any unresolved element the principles, applied in the preparation of the Audited Financial Statements as of and for the period ended June 26, 1998; provided, however, that in determining Current Assets and Current Liabilities, the exclusions and adjustments described on Schedule 2.10 shall be given effect. Upon the request of Shareholders' Representative, Buyer and the Company shall take such steps as may be reasonably necessary to which such failure relatespermit a representative of the Shareholders' Representative to observe all procedures undertaken in the preparation of the Closing Date Statement of Net Working Capital and to provide the Shareholders' Representative access at all reasonable times to the personnel, properties, books and records of the Company and ARA for the purpose of reviewing and ascertaining the accuracy of the Closing Date Statement of Net Working Capital. (b) Within fifteen (15) 30 days following Purchaser’s submission after receipt of the unresolved elements Closing Date Statement of Net Working Capital, the Shareholders' Representative shall, in a written notice to Buyer, either accept the Closing Date Statement of Net Working Capital or describe in reasonable detail, in writing, any proposed adjustments and the reasons therefor. No such written notice shall be delivered to Buyer if the net proposed adjustments in the aggregate amount to an increase in Net Working Capital of less than $25,000. If the Buyer has not received such notice of proposed adjustments within such 30 day period, the Shareholders' Representative will be deemed irrevocably to have accepted the Closing Date Statement of Net Working Capital. In the event that Shareholders' Representative and Buyer are not able to agree on the Net Working Capital within 30 days from and after the receipt by Buyer of any adjustments proposed by the Shareholders' Representative, such dispute shall be submitted to Xxxxxx Xxxxxxxx LLP for computation or verification in accordance with the provisions of this Agreement. Such firm shall determine as promptly as practicable, but in any event within 30 days of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to date on which such failure relatesdispute is referred to such firm, whether the Closing Date Statement of Net Working Capital was prepared in accordance with the standards set forth in this Agreement on the basis solely of the written submissions of the parties, and whether and to what extent (if any) Net Working Capital as shown thereon requires adjustment. The results of such accounting firm's report shall be binding, conclusive and non-appealable upon Shareholders' Representative, the Selling Shareholders and Buyer, and such accounting firm's fees and expenses shall be borne equally by Buyer, on one hand, and the Selling Shareholders (through a reduction in any amount owed to them under this Section 2.10 or, if no such amount is owed to them, through a payment out of the Escrow Account) on the other. Buyer and the Shareholders' Representative will jointly instruct the Escrow Agent, in writing, to make any such payment. (c) The CPA Firm Upon acceptance of the Closing Date Statement of Net Working Capital by Buyer or the resolution of any disputes, (i) if Net Working Capital on the Closing Date as so determined is greater than the Target Net Working Capital by more than $25,000, the Merger Consideration shall deliver its written determination to Purchaser be increased by such amount and Seller Buyer shall promptly, but no later than 5 days after final determination, pay or cause the thirtieth (30th) day after Surviving Corporation to pay to each Selling Shareholder such Selling Shareholder's Applicable Percentage of the remaining differences underlying Purchaser’s Objection are referred amount of such excess, together with interest thereon from the Closing Date to the CPA Firmdate of payment thereof as determined below, and (ii) if Net Working Capital on the Closing Date as so determined is less than the Target Net Working Capital by more than $25,000, the Shareholders' Representative and the Buyer shall promptly, but no later than 5 days after such final determination, instruct the Escrow Agent in writing to pay to Buyer from the Escrow Account the amount of such difference, together with interest thereon from the Closing Date to the date of payment thereof as determined below. (d) For the purposes of this Section 2.10, interest will be payable at the applicable federal rate (as defined in Section 1274 of the Code), or, if that rate is no longer established or such longer period published, a comparable interest rate. For purposes of time as this Section 2.10, interest shall be calculated based on a 365 day year and the CPA Firm determines is necessaryactual number of days elapsed.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety one hundred and twenty (90120) calendar days following after the First Closing Date, Seller the Buyer shall prepare, or cause to be prepared, prepared and deliver delivered to Purchaser the Sellers Representative a statement (the “Closing Net Working Capital Statement”) which shall set ), setting forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Amount, the Closing Net Working Capital Deficiency Amount (if any), the Closing Net Working Capital Excess Amount (if any), the Closing Cash Amount, the Closing Funded Indebtedness and the Closing Transaction Related Expenses and the components thereof. The Closing Statement may not and the components thereof shall be amended by Seller after it is delivered to Purchaserprepared and calculated in good faith, and in the manner and on a basis consistent with the definitions hereof. 1.9.2 Purchaser shall(b) Within 30 days after delivery of the Closing Statement, the Sellers Representative may dispute the Closing Statement by delivering to the Buyer a written notice (an “Adjustment Amount Dispute Notice”) setting forth in reasonable detail the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Sellers Representative timely delivers an Adjustment Amount Dispute Notice to the Buyer, then the Buyer and the Sellers Representative will attempt in good faith, for a period of 20 days after delivery of the Adjustment Amount Dispute Notice (such 20-day period, the “Adjustment Dispute Period”), to agree on the disputed items in the Adjustment Amount Dispute Notice. (c) If the Sellers Representative does not respond within thirty (30) days after the of delivery of the Closing Statement, then the Closing Statement and amounts set forth therein shall be deemed irrevocably accepted by the Sellers Representative and the Closing Net Working Capital Statement to itAmount, complete its review of the Closing Net Working Capital reflected on Deficiency Amount (if any), the Closing Net Working Capital Statement. If Purchaser wishes to dispute Excess Amount (if any), the Closing Net Working CapitalCash Amount, Purchaser the Closing Funded Indebtedness and the Closing Transaction Related Expenses stated therein shall notify Seller be the final amounts for purposes of determining the Final Purchase Price. (d) If the Buyer and the Sellers Representative do not resolve in writing all disputed items in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description the Adjustment Amount Dispute Notice by the end of the basis of Purchaser’s Objection and Adjustment Dispute Period, then the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection relevant dispute (the “Negotiation PeriodPurchase Price Dispute”)) shall be referred to the Independent Expert who shall determine the amounts of those items which are the subject of the Purchase Price Dispute, they shall refer their remaining differences such determination to a be made by the Independent Expert acting on the basis set forth in Section 2.13(e) below. If the Independent Expert is unwilling or unable to serve, the Buyer and the Sellers Representative will engage another mutually agreeable independent accounting firm of national recognition (recognized international standing, which firm is not the regular auditing firm of the Buyer or the Purchased Company. If the Buyer and the Sellers Representative are unable to jointly select such independent accounting firm within 10 days after the end of the Adjustment Dispute Period, the Buyer, on the one hand, and the Sellers Representative, on the other than hand, will each select an independent accounting firm utilized by any of Sellerrecognized international standing within 10 days thereafter (i.e., Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) 20 days after the conclusion end of the Negotiation PeriodAdjustment Dispute Period by written notice to the other party (email being sufficient)) and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Buyer or the Purchased Company; provided, however, that if either Seller the Buyer, on the one hand, or Purchaser may request the Sellers Representative, on the other hand, fail to select such independent accounting firm they should have selected during this additional 10-day period (i.e., within 20 days after the end of the Adjustment Dispute Period by written notice to the other party (email being sufficient)), then the parties agree that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the independent accounting firm selected by the compliant party will be the independent accounting firm selected by the parties for the purposes of this Section 2.13 (such selected independent accounting firm, whether the Independent Expert or otherwise selected pursuant to this sentence or the preceding sentence, the “Purchase Price Dispute Accounting Firm”). (e) Any Purchase Price Dispute shall be resolved on the following basis: (i) the Purchase Price Dispute Accounting Firm shall act as an expert and not as an arbitrator; (ii) the decision of the Purchase Price Dispute Accounting Firm shall, in the absence of manifest error in any mathematical calculation or fraud, be final, binding and conclusive on the Buyer, the Sellers and the Sellers Representative; (iii) the Buyer and the Sellers Representative will instruct the Purchase Price Dispute Accounting Firm to render its determination with respect to the items that are part of the Purchase Price Dispute in a written report that specifies the conclusions of the Purchase Price Dispute Accounting Firm as to each item in dispute and each party will use their commercially reasonable efforts to cause the Purchase Price Dispute Accounting Firm to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable; (iv) the Purchase Price Dispute Accounting Firm’s terms of engagement and work shall be limited solely to determining only those items which are the subject of the Purchase Price Dispute, and the Purchase Price Dispute Accounting Firm is not to make any other determination; (v) the Purchase Price Dispute Accounting Firm’s determination with respect to any Purchase Price Dispute shall be within the range of values assigned by the Buyer to such item in the Closing Statement and the Sellers Representative in the Adjustment Amount Dispute Notice; (vi) except to the extent that the Buyer and the Sellers Representative agree otherwise in writing, the Purchase Price Dispute Accounting Firm shall determine its own procedure, but the procedure of the Purchase Price Dispute Accounting Firm shall give the Buyer and the Sellers Representative the opportunity to make written and oral representations, allow a party to the Purchase Price Dispute to be present while any oral representations or other statements are being made to the Purchase Price Dispute Accounting Firm by the other party, require the Purchase Price Dispute Accounting Firm to simultaneously supply to each party a copy of any written representations promptly after the same are provided to the Purchase Price Dispute Accounting Firm and shall not permit any ex parte communications between any party (or its Representatives) and the Purchase Price Dispute Accounting Firm; (vii) all fees and expenses of the Purchase Price Dispute Accounting Firm will be allocated between the Buyer and the Sellers Representative based upon the percentage by which the portion of the disputes not awarded to each such party bears to the amount actually contested by the applicable party, as finally determined by the Purchase Price Dispute Accounting Firm (i.e., if the Sellers Representative claims that the appropriate adjustment is $1,000 greater than the amount determined by the Buyer and if the Purchase Price Dispute Accounting Firm ultimately resolves the dispute by awarding to Seller $300 of the $1,000 contested, then the fees and expenses of the Purchase Price Dispute Accounting Firm shall be allocated 30% to the Buyer and 70% to the Sellers Representative); and (viii) the Buyer and the Sellers shall cooperate with the Purchase Price Dispute Accounting Firm, and shall comply with all reasonable requests (including requests for information relating to the Purchased Company) made by the Purchase Price Dispute Accounting Firm in connection with the carrying out of its obligations. (f) The final, binding and conclusive Closing Statement based either upon agreement by the parties, or deemed agreement in accordance with Section 2.13(c), or the written determination delivered by the Purchase Price Dispute Accounting Firm in accordance with Section 2.13(e) will be the “Conclusive Closing Statement.” The Purchase Price as finally determined in accordance with this Section 2.13 is referred to as the “CPA Firm”)Final Purchase Price,” and shall be an amount in Dollars equal to (i) the Base Amount, who shall determineplus (ii) the Closing Cash Amount determined in the Conclusive Closing Statement, only with respect to the remaining differences so submitted, whether and to what extent, if any, plus (iii) the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute Excess Amount, if any, determined in the Conclusive Closing Statement, minus (iv) the Closing Net Working Capital Deficiency Amount, if any, determined in the Conclusive Closing Statement, minus (v) the Closing Funded Indebtedness determined in the Conclusive Closing Statement, minus (vi) the Closing Transaction Related Expenses determined in the Conclusive Closing Statement, minus (vii) the Escrow Amount, minus (viii) the Holdback Amount. (g) In the event that the Final Purchase Price is equal to the Upfront Amount, there shall be submitted no adjustment to the CPA Firm Upfront Amount, and the Buyer shall be as follows:pay to the Sellers Representative (for further distribution by the Sellers Representative to the Sellers in accordance with Schedule 3.4(a)) the Holdback Amount within 10 Business Days following the determination of the Final Purchase Price. (ah) Within ten (10) days after In the later event that the Final Purchase Price exceeds the Upfront Amount, then the Buyer shall pay an amount equal to the sum of (i) such excess plus (ii) the end Holdback Amount to the Sellers Representative (for further distribution by the Sellers Representative to the Sellers in accordance with Schedule 3.4(a)) within 10 Business Days following the determination of the Negotiation Period Final Purchase Price. (i) In the event that the Upfront Amount exceeds the Final Purchase Price, then the Buyer shall (i) release that portion of the Holdback Amount to Buyer’s or its designee’s account, and unconditionally retain, an amount equal to such excess (the “Adjustment Payable to the Buyer”) and (ii) pay to the selection Sellers Representative (for further distribution by the Sellers Representative to the Sellers in accordance with Schedule 3.4(a)) any remaining Holdback Amount after giving effect to the release contemplated by the foregoing clause (i). If the Holdback Amount is less than the Adjustment Payable to the Buyer, then the Sellers shall jointly and severally pay to the Buyer or its designee an amount in cash equal to such difference within 10 Business Days following the determination of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesFinal Purchase Price. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days The Purchase Price shall be subject to adjustment following the Closing Dateas follows: (a) If the Working Capital of Company as of the close of business on the day immediately preceding the Closing Date (as determined pursuant to this Section 1.4, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) is less than the Target Working Capital, the Purchase Price will be decreased by the amount of such difference. If the Working Capital of Company as of the close of business on the day immediately preceding the Closing Date is greater than the Target Working Capital, the Purchase Price will be increased by the amount of such difference. (b) Any amount to be paid pursuant to this Section 1.4 will be treated as an adjustment to the Purchase Price for all purposes. Sellers shall deposit the sum of $400,000 on the Closing Date (“Working Capital Escrow Amount”), by wire transfer of immediately available funds (or at Sellers’ option, may be deducted and shall paid from the Purchase Price otherwise due) to the Escrow Agent pursuant to the Escrow Agreement (the “Working Capital Escrow Agreement”) attached hereto as Exhibit 1.4(b) effective as of the date hereof, among Escrow Agent, Purchaser and Sellers to secure post-Closing obligations of Sellers contained this Section 1.4. In the event of a reduction to the Purchase Price pursuant to this Section 1.4, the Sellers’ obligations will be prepared in accordance with Sellersatisfied first by payment from their contributions to the Working Capital Escrow Amount, and second by the several obligation of Sellers, based on the Pro Rata Percentage. In the event of an increase to the Purchase Price pursuant to this Section 1.4, the Purchaser’s past accounting methods, policies, practices and procedures and in obligations will be satisfied by payment by the same mannerPurchaser to Sellers. (c) Purchaser, with consistent classification and estimation methodologythe cooperation of Sellers, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, prepare within thirty (30) days after the delivery Closing Date a written calculation of the Closing Net Working Capital. (d) On or prior to the twentieth (20th) day after the Sellers’ receipt of the calculation of Closing Working Capital, Sellers may give a written notice stating in reasonable detail their reasonable objections (an “Objection Notice”) to the calculation of the Closing Working Capital. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination expressly set forth in the Closing Working Capital Statement which is not specifically objected to itin an Objection Notice shall be deemed final and binding upon the Sellers upon delivery of such Objection Notice. Except to the extent Sellers make an objection to a specific determination set forth in the Closing Working Capital pursuant to an Objection Notice delivered to Purchaser within such twenty (20) day period, complete the calculation of Closing Working Capital will be conclusive and binding upon the parties hereto. (e) If Sellers give a timely Objection Notice as described in Section 1.4(d), then Purchaser and Sellers shall negotiate in good faith to resolve their disputes regarding the calculation of Closing Working Capital. If Purchaser and Sellers are unable to resolve all disputes regarding the calculation of Closing Working Capital on or prior to the twentieth (20th) day after delivery of an Objection Notice, then, unless the parties mutually agree otherwise, Purchaser and Sellers shall jointly retain a reputable accounting firm, agreed on mutually by the parties, after eliminating any such firm which is conflicted or otherwise unable to participate (the “Independent Accounting Firm”) to resolve the dispute as soon as practicable, and in any event within thirty (30) days. The Independent Accounting Firm shall only decide the specific items under dispute by the parties. The Closing Working Capital as determined by the Independent Accounting Firm will be conclusive and binding upon the parties hereto and will constitute the Closing Working Capital for all purposes of this Section 1.4. The fees and expenses of the Independent Accounting Firm in connection with its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If shall be paid one-half (1/2) by Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore one-half (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments 1/2) by Sellers. (f) Notwithstanding anything to the Closing Net Working Capital that Purchaser believes should be madecontrary contained in this Section 1.4, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended adjustment to the Purchase Price contemplated by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection this Section 1.4 shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty computed and paid no later than ninety (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (1090) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesDate. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller the Purchaser shall prepare, or cause to be prepared, prepare and deliver to Purchaser the Seller (i) a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Closing Working Capital and (ii) a certificate of the Newsprint Business Purchaser stating that the Statement has been prepared in accordance with the requirements of this Section 1.05. (b) During the 30 day period following the Seller’s receipt of the Statement, the Seller and its advisors (including its accountants) shall be permitted to review the working papers of Apache as the Purchaser and its accountants relating to the Statement; provided that the Seller and its advisors (including its accountants) shall have executed all release letters reasonably requested by the Purchaser and its accountants in connection therewith. The Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless the Seller gives written notice of its disagreement with the Statement (the “Notice of Disagreement”) to the Purchaser prior to such date. Any Notice of Disagreement shall be signed by the Seller and shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Closing Working Capital not being calculated in accordance with this Article I and (iii) specify what the Seller reasonably believes is the correct amount of the Closing Time Working Capital based on the disagreements set forth in the Notice of Disagreement, including a reasonably detailed description of the adjustments applied to the Statement in calculating such amount. If the Notice of Disagreement is received by the Purchaser within the aforementioned thirty day period, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Purchaser and the Seller on the earlier of (i) the date the Purchaser and the Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the thirty day period following the delivery of the Notice of Disagreement, the Purchaser and the Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period, the Purchaser and its advisors (including its accountants) shall have access to the working papers of the Seller and its accountants prepared in connection with the Notice of Disagreement; provided that the Purchaser and its advisors (including its accountants) shall have executed all release letters reasonably requested by the Seller or its accountants in connection therewith. At the end of such 30 day period, the Purchaser and the Seller shall submit to an independent accounting firm (the “Accounting Firm”) for resolution any matters that remain in dispute and which were properly included in the Notice of Disagreement, in the form of a written brief. The Accounting Firm shall be set forth separately for each an internationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing that is not either the Purchaser’s or the Seller’s outside accounting firm involved with the Closing Working Capital under this Agreement. The Purchaser and the Seller shall jointly instruct the Accounting Firm that it (i) shall review only the matters that were properly included in the Notice of Disagreement and which remain unresolved, (ii) shall make its determination in accordance with the requirements of this Section 1.05 and (iii) shall to the extent practicable render its decision within 30 days from the submission of such matters. Judgment may be entered upon the determination of the Newsprint Business Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and Apacheexpenses of the Accounting Firm incurred pursuant to this Section 1.05(b) shall be shared equally by the Purchaser and the Seller. The fees, but costs and expenses of the Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of its written brief submitted to the Accounting Firm shall be borne by the Purchaser, and the fees, costs and expenses of the Seller incurred in connection with its review of the Statement, its preparation, review and certification of the Notice of Disagreement and its preparation of its written brief submitted to the Accounting Firm shall be borne by the Seller. (c) The Estimated Purchase Price shall be increased by the amount by which the Closing Working Capital exceeds the Working Capital Estimate, and the Estimated Purchase Price shall be decreased by the amount by which the Closing Working Capital is less than the Working Capital Amount (the Estimated Purchase Price as aggregated so increased or decreased shall hereinafter be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.Final Purchase

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following Following the Closing Date, Seller shall preparethe Estimated Purchase Price will be adjusted, or cause to be preparedif at all, dollar-for-dollar as set forth below: (a) Buyer will prepare and deliver to Purchaser Seller within sixty (60) days after the Closing Date (i) an unaudited balance sheet of the Company and its Subsidiaries as of the Adjustment Calculation Time (the “Closing Balance Sheet”) and (ii) a statement (the “Closing Net Working Capital Statement”) which shall set setting forth a calculation of (1) the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”, (2) the Closing Cash, (3) the Closing Indebtedness, (4) the Transaction Expenses, (5) Buyer’s calculation of the Final Purchase Price derived from the foregoing, and shall (6) with respect to each of the foregoing, the changes in such amounts from the corresponding amounts on the Estimated Closing Statement. The Closing Balance Sheet and Closing Statement will be prepared prepared, and the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses will be determined, in each case, in good faith, on a consolidated basis in accordance with Seller’s past the definitions set forth in this Agreement, using the same accounting methods, assumptions, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Latest Balance Sheet except, in the case of the calculation of Net Working Capital, as set forth on Schedule A. The Closing Balance Sheet and Closing Statement (A) will not include any changes in assets or liabilities as a result of purchase or other accounting adjustments or other changes arising from or resulting as a consequence of the Transactions, (B) will be based on facts and circumstances as they exist as of the Adjustment Calculation Time and will exclude the effect of any act, decision or event occurring on or after the Closing and (C) will not include, directly or indirectly, any additional reserve or accrual that is not reflected on the Latest Balance Sheet. The parties agree that the purpose of preparing the Closing Balance Sheet and the Closing Statement and calculating Final Purchase Price is solely to (x) accurately measure the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses and (y) measure the difference in Closing Net Working Capital from Target Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, practices and procedures and principles, practices, procedures, reserves classifications or estimation methodologies for the purpose of calculating Final Purchase Price than were used in the same manner, with consistent classification and estimation methodology, as calculation of Estimated Purchase Price. (b) On or prior to the Financial Statements were prepared, except that thirtieth (30th) day following Buyer’s delivery of the Excluded Assets Closing Balance Sheet and the Newsprint Retained Obligations shall Closing Statement, Seller may give Buyer a written notice stating in reasonable detail the items and amounts as to which Seller objects (a “Notice of Disagreement”) to the Closing Balance Sheet and the Closing Statement and the basis for such objection. During such 30-day period, and any period of dispute thereafter with respect to such Closing Balance Sheet and/or Closing Statement, Buyer will, and will cause the Company and its Subsidiaries to, provide Seller and its Advisors reasonable access upon reasonable advance notice to the books, records, supporting data, facilities, and personnel of the Company and its Subsidiaries (including Company personnel responsible for accounting and finance and senior management) and, subject to execution of any customary work paper access letters required by them, the Company’s accountants and their work papers. Any determination set forth on the Closing Statement which is not specifically objected to in the Notice of Disagreement will be excludeddeemed acceptable to Seller, and will be final and binding upon all parties upon delivery of the Notice of Disagreement. The If Seller does not deliver to Buyer a Notice of Disagreement within such 30-day period or otherwise delivers notice to Buyer of its acceptance of the Closing Balance Sheet and the Closing Statement, then the Closing Balance Sheet, the Closing Statement and the Closing Net Working Capital Capital, Closing Cash, Closing Indebtedness, and Transaction Expenses, each as set forth in the Closing Statement, will be final and binding upon the parties as of the expiration of such 30-day period or delivery of such notice, as applicable, and the Final Purchase Price set forth in the Closing Statement may not be amended by Seller after it is delivered to Purchaserwill constitute the Final Purchase Price for all purposes of this Section 1.04. 1.9.2 Purchaser shall(c) Following Buyer’s receipt of any Notice of Disagreement, Seller and Buyer will negotiate in good faith to resolve the disputed matters set forth therein, and all such discussions and negotiations related thereto shall (unless otherwise agreed by Buyer and Seller) be governed by Rule 408 of the Federal Rules of Evidence (as in effect as of the date of this Agreement) and any applicable similar state rule. In the event that Seller and Buyer fail to agree on any of Seller’s proposed adjustments set forth in the Notice of Disagreement within thirty (30) days after Buyer receives the delivery Notice of Disagreement, Seller and Buyer agree to use their respective reasonable best efforts to cause Deloitte LLP (provided that if Deloitte LLP is unable or unwilling to serve in such capacity, Seller and Buyer shall jointly select an alternative firm that is a nationally recognized independent accounting or valuation firm) (the “Firm”), within 45 days following such 30-day negotiation period, to make the final written determination of all matters which remain in dispute that were included in the Notice of Disagreement. Buyer and Seller will instruct the Firm to, and the Firm will, make a final determination of the Closing Net Working Capital Statement to it, complete its review of items included in the Closing Net Working Capital reflected Balance Sheet and the Closing Statement (to the extent such amounts are in dispute) solely in accordance with this Agreement. Buyer and Seller will execute a customary engagement letter and will cooperate with the Firm during the term of its engagement. Buyer and Seller will instruct the Firm not to, and the Firm will not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. Buyer and Seller will also instruct the Firm to, and the Firm will, make its determination based solely on written submissions by Buyer and Seller that are in accordance with this Agreement (i.e., not on the basis of an independent review). The Closing Net Working Capital Statement. If Purchaser wishes to dispute Balance Sheet, the Closing Statement and the resulting Closing Net Working Capital, Purchaser shall notify Seller Closing Cash, Closing Indebtedness and Transaction Expenses, in each case, as determined by the Firm in accordance with this Section 1.04, will be final and binding on the parties on the date the Firm delivers its final determination in writing in reasonable detail of such disagreement to Buyer and any reason therefore (“Purchaser’s Objection”)Seller. The date on which the Closing Balance Sheet, setting forth a specific description of the basis of Purchaser’s Objection Closing Statement and the adjustments to the resulting Closing Net Working Capital that Purchaser believes should be madeCapital, on or before the last day of such thirty (30) day periodClosing Cash, which Purchaser’s Objection may not be amended by Purchaser after it is delivered Closing Indebtedness and Transaction Expenses are finally determined pursuant to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”Section 1.04(b), they shall refer their remaining differences are agreed upon by Buyer and Seller pursuant to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized this Section 1.04(c) or are determined by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3Firm in accordance with this Section 1.04(c) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being is referred to as the “CPA Settlement Date.” The fees, costs and expenses of the Firm will be allocated between Buyer, on the one hand, and Seller, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Firm that is unsuccessfully disputed by such party (as finally determined by the Firm) bears to the total amount of disputed items submitted. For example, if Seller submits a Notice of Disagreement for $1,000, and if Buyer contests only $500 of the amount claimed by Seller, and if the Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Firm will be allocated 60% (i.e., 300/500) to Buyer and 40% (i.e., 200/500) to Seller. (d) If the Estimated Purchase Price exceeds the Final Purchase Price (such excess, the “Excess Amount”), who shall determine, only with respect Buyer and Seller will deliver joint written instructions to the remaining differences so submittedEscrow Agent to cause the Escrow Agent to pay to Buyer (or its designee), whether and to what extent, if anywithin five (5) Business Days after the Settlement Date by wire transfer of immediately available funds, the Closing Net Working Capital requires adjustmentExcess Amount from the Adjustment Escrow Funds. The procedure In the event that at such time the Excess Amount is less than the Adjustment Escrow Funds (such shortfall, the “Remaining Adjustment Escrow Funds”), Buyer and schedule under which any dispute shall be submitted Seller will simultaneously with delivery of the instructions in the immediately foregoing sentence deliver joint written instructions to the CPA Firm shall be as follows:Escrow Agent to cause the Escrow Agent to pay the Remaining Adjustment Escrow Funds from the Adjustment Escrow Account to Seller (or its designee). (ae) Within ten If the Final Purchase Price exceeds the Estimated Purchase Price (10) days after such excess, the later of “Adjustment Amount”), then (i) Buyer will, within five (5) Business Days after the end Settlement Date, make payment of the Negotiation Period Adjustment Amount by wire transfer of immediately available funds to Seller (or its designee) to the account designated pursuant to Section 1.03(a) or another account designated in writing by Seller within three (3) Business Days after the Settlement Date, and (ii) Buyer and Seller will deliver joint written instructions to the selection Escrow Agent to cause the Escrow Agent to make payment of the CPA FirmAdjustment Escrow Funds from the Adjustment Escrow Account, Purchaser shall submit any unresolved elements of within five (5) Business Days after the Purchaser’s Objection Settlement Date, to the CPA Firm in writing Seller (with a copy to Selleror its designee), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (bf) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection The parties agree that any payment made pursuant to this Section 1.04 shall be treated as specified in sub-clause (a) above, Seller shall submit its response an adjustment to the CPA Firm in writing (with a copy to Purchaser)Purchase Price for Tax purposes, supported unless otherwise required by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesapplicable Law. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Date, Seller shall prepare, Purchaser will prepare and deliver or cause to be prepared, prepared and deliver delivered to Purchaser Seller a statement balance sheet of Seller as of the close of business on the Closing Date (the “Closing Net Working Capital Statement”"CLOSING DATE BALANCE SHEET") which shall set forth and a proposed statement of the Net Working Capital of Seller prepared therefrom (the Newsprint Business "CLOSING STATEMENT"), in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing. The Closing Date Balance Sheet and the Closing Statement (i) will reflect, respectively, the financial position of Apache Seller and the components and calculation of the Net Working Capital of Seller in the manner set forth in EXHIBIT C, in each case as of the Closing Time Date, (which shall ii) will be prepared and determined as of the Closing Date and on a basis consistent with the policies, principles and methodology used in connection with the preparation of the Reference Financial Statements and the Reference Balance Sheet; PROVIDED, HOWEVER, that the amounts for year 2000 employee bonuses and for warranty reserves will be the amounts set forth separately for each of in the Newsprint Business and ApacheEstimated Closing Working Capital Balance unless, but as aggregated shall be referred with respect to as the “Closing Net Working Capital”) and shall be prepared warranty reserves, such amount is not calculated in accordance with Seller’s 's past accounting methodspractices, which is based on 0.75% of sales, and (iii) will be subject to adjustment in accordance with the policies, practices principles and procedures and methodology encompassed in the same mannerpro forma working capital calculation set forth in EXHIBIT C (the "PRO FORMA WORKING CAPITAL CALCULATION") (the policies, with consistent classification principles and estimation methodology, methodology in clauses (ii) and (iii) being referred to herein as the Financial Statements were prepared"FINANCIAL STATEMENT PRINCIPLES"). Notwithstanding anything contained herein to the contrary, except that there will be no changes in reserve or accrual policies of Seller between the Excluded Assets Balance Sheet Date and the Newsprint Retained Obligations shall be excludedClosing Date without the prior written consent of Purchaser. The Closing Net Working Capital Statement may not be amended by of Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery as of the Closing Date determined in accordance with this Section 4.3 is referred to herein as the "CLOSING WORKING CAPITAL BALANCE." In the event that the Financial Statement Principles do not include any policies, principles or methodology required to determine the Net Working Capital Statement to itof Seller, complete its review of then the Closing Net Working Capital reflected of Seller will be determined on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller a basis in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements accordance with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesGAAP. (b) Within fifteen (15) If, within 30 days following after the date of Purchaser’s submission 's delivery of the unresolved elements Closing Date Balance Sheet and the Closing Statement, Seller determines in good faith that the Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in accordance with this Agreement, Seller will give written notice to Purchaser within such 30 day period (i) setting forth Seller's proposed changes to the Closing Date Balance Sheet as prepared by Purchaser and the determination by Seller of the Closing Working Capital Balance and (ii) specifying in reasonable detail Seller's basis for disagreement with Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to 's preparation and determination of the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it reliesClosing Date Balance Sheet and the Closing Working Capital Balance. Failure to timely do so shall constitute an acceptance The failure by Seller to so express disagreement and provide such notice within such 30 day period will constitute the acceptance of Purchaser's preparation of the Closing Date Balance Sheet and the computation of the Closing Working Capital Balance. If Purchaser and Seller are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 15 days after the giving of notice by Seller to Purchaser of such disagreement, the items in dispute will be referred for determination to the Atlanta, Georgia office of PriceWaterhouseCooper LLC (or, if they are unable or unwilling to serve, another nationally recognized "Big 5" accounting firm not affiliated with the Stockholder, Seller or Purchaser) (the "ACCOUNTANTS") as promptly as practicable, but not later than five days after the expiration of such 15 day period. Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter, including by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The parties will instruct the Accountants to make a determination as to each of the items in dispute or affected by items in dispute (but only those items in dispute or affected by items in dispute) (A) in writing, (B) as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), and (C) in accordance with this Agreement (including EXHIBIT C). The Accountants' determination will be conclusive and binding upon each of the parties hereto. Nothing herein will be construed to authorize or permit the Accountants to determine (i) any unresolved elements question or matter whatsoever under or in connection with this Agreement, except the determination of what adjustments, if any, must be made in one or more disputed items (or items affected thereby) reflected in the Closing Date Balance Sheet and the Closing Statement delivered by Purchaser in order for the Closing Working Capital Balance to which such failure relatesbe determined in accordance with the provisions of this Agreement (including EXHIBIT C), or (ii) a computation of the Closing Working Capital Balance that is not equal to one of, or between, the Closing Working Capital Balances as determined by Seller and by Purchaser. The fees and expenses of the Accountants will be paid by the party against whom the majority of the matters (based on dollar amounts) are determined. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement discussions or settlement offer made by any party. (c) The CPA Firm shall deliver During the period that Seller's advisors and personnel are conducting their review of Purchaser's preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance, Seller and its written determination representatives will have reasonable access during normal business hours to the work papers prepared by or on behalf of Purchaser and its representatives in connection with Purchaser's preparation of the Closing Statement and determination of the Closing Working Capital Balance; PROVIDED, HOWEVER, that Seller no later than will conduct such review in a manner that does not unreasonably interfere with the thirtieth (30th) day conduct of the businesses of Purchaser or result in substantial out-of-pocket costs to Purchaser. To the extent any such work papers are in the control of Seller after the remaining differences underlying Purchaser’s Objection are referred Closing Working Capital Balance, Seller will grant Purchaser and its representatives reciprocal access rights for the purpose of finalizing the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance. Seller and Purchaser agree in good faith to the CPA Firm, or use all reasonable efforts to provide such longer period of time as the CPA Firm determines is necessaryinformation and access described in this Section 4.3(c).

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) 60 days following after the Closing Datedate hereof, Seller shall preparePurchaser shall, or cause to be preparedat Purchaser’s sole cost and expense, prepare and deliver to Purchaser Seller a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital of the Newsprint Business and of Apache as of the opening of business on the date hereof (“Closing Time Working Capital”) and determined in a manner consistent and in accordance with the Purchase Price Adjustment Principles. (which b) During the 60-day period following Seller’s receipt of the Statement, Seller and its independent auditors shall, at Seller’s sole cost and expense and during normal business hours and upon reasonable prior written notice, be permitted to review any working papers of Purchaser and its independent auditors relating to the Statement; provided that Seller and its advisors, including its independent auditors, shall have executed any release letters reasonably requested by Purchaser’s independent auditors in connection therewith. The Statement shall become final and binding upon Seller and Purchaser on the 60th day following delivery thereof, unless Seller gives written notice to Purchaser of its disagreement with the Statement (a “Notice of Disagreement”) prior to such date. Any Notice of Disagreement shall be signed by an authorized officer of Seller and shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) include only disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with the definitions thereof, the Purchase Price Adjustment Principles and this Section 2.02 and (iii) specify the amount that Seller reasonably believes is the correct amount of the Closing Working Capital based on the disagreements set forth separately for each in the Notice of Disagreement, including a reasonably detailed description of the Newsprint Business adjustments applied to the Statement in calculating such amount. If the Notice of Disagreement is received by Purchaser in a timely manner, then the Statement (as revised in accordance with this Section 2.02) shall become final and Apachebinding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of Closing Working Capital. During such period, Purchaser and its independent auditors shall, at Purchaser’s sole cost and expense and during normal business hours and upon reasonable prior written notice, be permitted to review the working papers of Seller and its independent auditors relating to the Notice of Disagreement; provided that Purchaser and its advisors, including its independent auditors, shall have executed any release letters reasonably requested by Seller’s independent auditors in connection therewith. At the end of such 30-day period, if no agreement on Closing Working Capital has been reached, Seller and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of any and all such matters. The Accounting Firm shall be BDO Sexxxxx xr, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed upon by Seller and Purchaser in writing or, if the parties are unable to so agree in writing within 10 days after the end of such 30-day period, then Seller and Purchaser shall each select such a firm and such firms shall jointly select a third internationally recognized independent public accounting firm to resolve the disputed matters. Seller and Purchaser shall jointly instruct the Accounting Firm that it (1) shall act as an expert and not as an arbitrator, (2) shall review only the matters that were properly included in the Notice of Disagreement and that remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 2.02 and based solely on the written submissions of Seller and Purchaser and their respective independent auditors and not by independent review, (4) shall not assign a value for any item that remains in dispute that is greater than the greatest value, or smaller than the smallest value, set forth by either Seller or Purchaser in their written submissions to the Accounting Firm and (5) shall render its written decision as promptly as practicable, but in no event later than 30 days after submission to the Accounting Firm of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The Accounting Firm’s determination shall be accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this Section 2.02(b). The fees and expenses of the Accounting Firm pursuant to this Section 2.02 shall be borne by Seller and Purchaser in inverse proportion as aggregated they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Purchaser, and the fees, costs and expenses of Seller incurred in connection with its review of the Statement, its preparation of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Seller. (c) The Purchase Price shall be increased by the amount by which Closing Working Capital exceeds $1,950,000 (the “Target Working Capital”) or decreased by the amount by which Closing Working Capital is less than the Target Working Capital. The Purchase Price as adjusted pursuant to this Section 2.02(c) shall hereinafter be referred to as the “Closing Net Working CapitalFinal Purchase Price”) and shall be prepared in accordance with Seller’s past accounting methods. If the Purchase Price is less than the Final Purchase Price, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, and if the Final Purchase Price is less than the Purchase Price, Seller shall, within thirty (30) 10 business days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected becomes final and binding on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable pursuant to resolve all Section 2.02(b), make payment by wire transfer in immediately available funds of their disagreements the amount of such difference, together with respect interest thereon at a rate equal to the determination of the foregoing items within thirty Prime Rate from (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (iincluding) the end of the Negotiation Period and date hereof to (iibut not including) the selection date of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatespayment. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As soon as practicable, but no later than ninety (90) days following after the Final Closing Date, Seller Acquiror shall prepare, or cause to be preparedprepared and delivered to GE a calculation statement setting forth, and deliver to Purchaser a statement in reasonable detail (including supporting schedules), the calculations of the adjustments of the Base Purchase Price as set forth in Section 3.1 (the “Closing Net Working Capital Date Statement”). The Closing Date Statement shall be prepared such that the amounts set forth therein shall be determined in a manner consistent with the preparation of the corresponding amounts set forth on the Reference Adjustment Statement. (b) which During the thirty (30) days immediately following GE’s receipt of the Closing Date Statement (the “Adjustment Review Period”), GE and its Representatives will be permitted to review Acquiror’s working papers relating to the Closing Date Statement, and Acquiror shall make reasonably available, consistent with the provisions set forth in Section 7.2 of this Agreement, the individuals in its employ responsible for and knowledgeable about the information used in, and the preparation of, the Closing Date Statement in order to respond to the reasonable inquiries of GE. (c) GE shall notify Acquiror in writing (the “Notice of Adjustment Disagreement”) prior to the expiration of the Adjustment Schedule Review Period if GE disputes amounts reflected in the Closing Date Statement. GE shall be permitted to dispute amounts reflected in the Closing Date Statement only on the basis that such amounts were not arrived at in a manner consistent with the preparation of the corresponding amounts set forth in the Consolidating Financial Statements used to prepare the Reference Adjustment Statement, or on the basis of arithmetic error. The Notice of Adjustment Disagreement shall set forth in reasonable detail the Net Working Capital basis for such dispute, the amounts involved and GE’s determination of the Newsprint Business and Purchase Price. If no Notice of Apache as Adjustment Disagreement is received by Acquiror prior to the expiration of the Adjustment Review Period, then the Closing Time (which Date Statement and the Purchase Price set forth in the Closing Date Statement shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred deemed to as the “Closing Net Working Capital”) have been accepted by GE and shall be prepared binding upon the parties in accordance with Seller’s past accounting methodsSection 3.4(e). (d) During the thirty (30) days immediately following the delivery of a Notice of Adjustment Disagreement (the “Consultation Period”), policies, practices Acquiror and procedures and GE shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserNotice of Adjustment Disagreement. 1.9.2 Purchaser shall(e) If, at the end of the Consultation Period, GE and Acquiror have been unable to resolve any differences that they may have with respect to the matters specified in the Notice of Adjustment Disagreement, GE and Acquiror shall submit all matters that remain in dispute with respect to the Notice of Adjustment Disagreement to the Independent Accountant within fifteen (15) days after the end of the Consultation Period. Within thirty (30) days after such submission, or as soon as practicable thereafter, the delivery Independent Accountant shall make a final determination, which shall be binding on the parties to this Agreement and their Affiliates, of the Closing Net Working Capital Statement to it, complete its review appropriate amount of each of the Closing Net Working Capital reflected on line items in the Closing Net Working Capital StatementDate Statement as to which GE and Acquiror disagree as set out in the Notice of Adjustment Disagreement. If Purchaser wishes With respect to dispute each disputed item, such determination, if not in accordance with the position of either GE or Acquiror, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by GE in the Notice of Adjustment Disagreement or Acquiror in the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements Date Statement with respect to the such disputed line item. Based on its final determination of the foregoing items within thirty (30disputed items, the Independent Accountant shall make a final determination, binding on the parties to this Agreement, as to the Purchase Price. The amount of the Purchase Price that is final and binding on the parties, as determined either through agreement of the parties pursuant to Section 3.4(c) days following Seller’s receipt or 3.4(d) or through the action of Purchaser’s Objection (the “Negotiation Period”Independent Accountant pursuant to this Section 3.4(e), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being is referred to as the “CPA FirmFinal Purchase Price”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (bf) Within fifteen (15) days following Purchaser’s submission The cost of the unresolved elements of Independent Accountant’s review and determination shall be shared equally by GE, on the Purchaser’s Objection as specified in sub-clause (a) aboveone hand, Seller shall submit its response and Acquiror on the other hand. During the review by the Independent Accountant, Acquiror and GE will each make available to the CPA Firm in writing (Independent Accountant interviews with a copy such individuals, and such information, books and records and work papers, as may be reasonably required by the Independent Accountant to Purchaserfulfill its obligations under Section 3.4(e). In acting under this Agreement, supported by any documents and/or affidavits upon which it relies. Failure the Independent Accountant will be entitled to timely do so shall constitute the privileges and immunities of an acceptance by Seller with respect to any unresolved elements to which such failure relatesarbitrator. (cg) The CPA Firm If the Final Purchase Price exceeds the Purchase Price, Acquiror shall deliver its written determination pay to Purchaser and Seller no later than GE, or if the thirtieth (30th) day after Purchase Price exceeds the remaining differences underlying Purchaser’s Objection are referred Final Purchase Price, GE shall pay to Acquiror, an amount equal to the CPA Firm, difference between the Final Purchase Price and the Purchase Price (the “Final Adjustment Payment”). The Final Adjustment Payment shall be paid within two (2) Business Days of the determination of the Final Purchase Price by wire transfer in of immediately available funds to an account or accounts designated by the party entitled to receive such longer period of time as the CPA Firm determines is necessaryfund.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days As soon as practicable following the First Closing Date (but not later than 60 days after the First Closing Date), each Seller shall prepare, or cause to be prepared, and deliver to Purchaser the Buyer the final Closing Date Balance Sheet for such Seller, a statement determination of the actual Adjustment Amount (the “Closing Net Working Capital StatementActual Adjustment Amount”) which shall set forth the Net Working Capital and a determination of the Newsprint Business Post-Closing True-Up (as defined below), together with such supporting documentation and other data as is reasonably necessary to substantiate such determinations. All accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of Apache as GAAP, consistently applied with the Year End Balance Sheet. For purposes of this Section 2.5, the Buyer shall be entitled to have reasonable access to the books and records and work papers of each of the Sellers and their representatives used in preparation of the Closing Time (which Date Balance Sheets and shall be set forth separately for entitled to discuss such books and records and work papers with each of the Newsprint Business Sellers, their representatives and Apache, but as aggregated shall be referred to as those persons responsible for the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatespreparation thereof. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in subThe “Post-clause (a) above, Seller Closing True-Up” may be a positive or negative number and shall submit its response be an amount equal to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesActual Adjustment Amount less the Estimated Adjustment Amount. (c) The CPA Firm If the Post-Closing True-Up is positive, then the Buyer shall deliver its an amount of cash equal to the amount of the Post-Closing True-Up to such Seller, payable by wire transfer of immediately available U.S. funds in accordance with the written determination payment instructions furnished by such Seller prior to Purchaser the Closing Date. If the Post-Closing True-Up is negative, then such Seller shall deliver an amount of cash equal to the absolute value of the Post-Closing True-Up to the Buyer, payable by wire transfer of immediately available U.S. funds in accordance with the written payment instructions furnished by the Buyer to the Sellers. Any such payment of cash required pursuant to this Section 2.5 shall be deemed to be an adjustment to the Purchase Price and Seller no later than shall be made by acknowledgment of the thirtieth (30th) day Parties within two business days after the remaining differences underlying PurchaserClosing Date Balance Sheet is deemed final and conclusive pursuant hereto. (d) In the event that the Buyer reasonably disagrees with any amounts reflected on the final Closing Date Balance Sheet or the determination of the Post-Closing True-Up, the Buyer shall so inform the applicable Seller in writing within 15 days of the Buyer’s Objection receipt thereof, such writing to set forth the objections of the Buyer in reasonable detail. If such Seller and the Buyer cannot reach agreement as to any disputed matter relating to the Post-Closing True-Up within 15 days after notification by the Buyer to the Seller of a dispute, they shall forthwith refer the dispute to an independent accounting firm to be agreed upon by the Buyer and the Seller (the “Independent Accountant”) for resolution, with the understanding that such Independent Accountant shall resolve all disputed items within 20 days after such disputed items are referred to it. All costs of the CPA Firmreview by the Independent Accountant shall be shared equally by the Buyer and the applicable Seller. The decision of the Independent Accountant with respect to all disputed matters relating to the Post-Closing True-Up shall be deemed final and conclusive and shall be binding upon the Sellers and the Buyer. If the Buyer does not object to the Closing Date Balance Sheet (and the amount of Post-Closing True-Up calculated thereby) within the 15-day period referred to above, or such longer period the amount of time the Post-Closing True-Up, as determined by the CPA Firm determines is necessaryClosing Date Balance Sheet as so prepared, shall be deemed final and conclusive and binding upon the Buyer and the Sellers.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than ten (10) calendar days following after the Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to Purchaser the Buyer a written statement of the Seller’s calculation of the cash and Cash Equivalents of the Seller as of Closing (the “Closing Net Working Capital StatementCash Value”), together with reasonable supporting documentation used by the Seller to prepare the same. (b) which shall set forth If the Net Working Capital of Buyer disputes the Newsprint Business and of Apache as Seller’s calculation of the Closing Time (which shall be set forth separately for each of Cash Value, the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser Buyer shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) calendar days after its receipt from the conclusion Seller of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute Closing Cash Value (the accounting firm selected being referred to as the “CPA FirmReview Period”), who shall determine, only with respect deliver a written notice to the remaining differences so submittedSeller (the “Notice of Dispute”) indicating that it disputes the Closing Cash Value and the basis, whether and to what extentin reasonable detail, if anyfor the dispute. If no Notice of Dispute is delivered by the Buyer during the Review Period, the Closing Net Working Capital Cash Value included in the statement delivered by the Seller to the Buyer shall be deemed to be the “Final Cash Value” and shall not be subject to further review, challenge or adjustment. (c) Upon delivery of any Notice of Dispute, authorized representatives of the Seller and the Buyer shall, during the ten (10) calendar days following such delivery, negotiate in good faith to determine and agree upon the Final Cash Value. If, after such 10-day period, the Seller and Buyer have not reached an agreement as to the Final Cash Value, the Seller and the Buyer jointly shall engage the Accounting Expert to resolve such dispute in accordance with the standards set forth in this Section 2.7(c). The Seller and the Buyer shall use reasonable efforts to cause the Accounting Expert to render a written decision resolving the dispute within twenty (20) days of the making of such submission. The scope of the dispute to be resolved by the Accounting Expert shall be limited to determining whether the Closing Cash Value calculated by the Seller was calculated in accordance with the terms of this Agreement and, if not, to what extent such calculation requires adjustment. The procedure and schedule under which any dispute Closing Cash Value, as adjusted by the Accounting Expert, shall be submitted deemed the Final Cash Value and shall not be subject to further review, challenge or adjustment. The Accounting Expert is not to make any other determination, including any determination as to whether the Cash Estimate or Cash Target is correct. The Accounting Expert’s decision shall be based solely on presentations by the Buyer and the Seller (and not independent review) and made in strict accordance with the terms of this Agreement, without regard for principles of equity. The Accounting Expert shall apply the relevant provisions of this Agreement to the CPA Firm dispute, and shall have no authority to alter, modify, amend, add to or subtract from any term of provision of this Agreement. The Accounting Expert shall not assign a value to the Final Cash Value that is greater than the greatest value assigned to it by the Buyer, on the one hand, or the Seller, on the other hand, or less than the smallest value assigned to it by the Buyer, on the one hand, or the Seller, on the other hand. The Accounting Expert shall also determine the proportion of its fees and expenses to be paid by each of the Seller and the Buyer based on the degree (as follows:determined by the Accounting Expert) to which the Accounting Expert has accepted the positions of the Seller and the Buyer, with such fees and expenses borne by each of the Seller and the Buyer in inverse proportion to the degree to which the Accounting Expert has respectively accepted their positions. All determinations made by the Accounting Expert, including as to the proportion of fees and expenses to be paid by the Buyer and the Seller, will be final, conclusive and binding on the Parties. (ad) Within ten The Seller and the Buyer hereby agree that they will cooperate with and make available to the other and their respective Representatives all information, records, data and working papers, and shall permit reasonable access to its officers, employees, agents, books and records, as may be reasonably required in connection with the preparation and review of the Seller’s calculation of the Closing Cash Value and the resolution of any disputes relating thereto (10in any case until the Accounting Expert has made a final determination pursuant to Section 2.7(c) days after the later of above, if applicable). (e) If (i) the end of Cash Estimate was less than the Negotiation Period Retained Cash Amount and (ii) the selection Final Cash Value is less than the Cash Estimate, the principal amount of the CPA Firm, Purchaser Buyer Note shall submit any unresolved elements of the Purchaser’s Objection be increased by an amount equal to the CPA Firm difference between the Final Cash Value and the Cash Estimate as provided for in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesBuyer Note. (bf) Within fifteen If (15i) days following Purchaser’s submission the Cash Estimate was less than the Retained Cash Amount and (ii) the Final Cash Value is more than the Cash Estimate, the principal amount of the unresolved elements Buyer Note shall be decreased by an amount equal to the difference between the Final Cash Value and the Cash Estimate, unless such amount is greater than the Cash Shortfall, in which case the amount by which the principal amount of the Purchaser’s Objection as specified in sub-clause (a) above, Seller Buyer Note shall submit its response be decreased shall be equal to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesCash Shortfall. (cg) The CPA Firm shall deliver its written determination to Purchaser If (i) the Cash Estimate exceeded the Retained Cash Amount and Seller no later (ii) the Final Cash Value is less than the thirtieth (30th) day after Retained Cash Amount, the remaining differences underlying Purchaser’s Objection are referred principal amount of the Buyer Note shall be increased by an amount equal to the CPA Firmdifference between the Final Cash Value and the Retained Cash Amount. (h) If (i) the Cash Estimate exceeded the Retained Cash Amount and (ii) the Final Cash Value equals or exceeds the Retained Cash Amount, or such longer period no adjustment to the principal amount of time as the CPA Firm determines is necessaryBuyer Note shall be made under this Section 2.7.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days following As soon as reasonably practicable after the Closing Date, Seller shall prepareand in any event within 90 days thereof, or cause to be prepared, the Independent Director Committee will prepare and deliver to Purchaser the Seller a statement statement, in substantially the form set forth on Exhibit F, executed by the members of the Independent Director Committee, setting forth the Independent Director Committee’s calculation of (i) the aggregate amount of Cash of the Group Companies, which shall be at least equal to or greater than the Minimum Company Cash (collectively, “Company Cash”), (ii) the aggregate amount of Assumed Borrowed Indebtedness of the Group Companies minus Company Cash (“Company Net Debt”) (which may be a negative number if Company Cash exceeds the aggregate amount of such Borrowed Indebtedness), (iii) Deferred Acquisition Purchase Price Obligations, (iv) the Madhouse Purchase Price and (v) the “Closing Date Adjustment” being the sum, whether positive or negative, of (A) the Target Company Net Working Capital Statement”Debt minus the Company Net Debt, plus (B) which shall set forth the Net Working Capital of Target Deferred Acquisition Purchase Price Obligations minus the Newsprint Business and of Apache Deferred Acquisition Purchase Price Obligations plus (C) the Madhouse Purchase Price Target minus the Madhouse Purchase Price, in each case as of 9:00 A.M. (Eastern Time) on the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be such statement being referred to as the “Purchaser Closing Net Working CapitalStatement”) ). The Purchaser Closing Statement, the Final Closing Statement and shall the component items thereof will be prepared and calculated in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excludedU.S. GAAP. The Purchaser will provide to the Seller the books, records (including work papers, schedules, memoranda and other documents) and supporting data used to prepare the Purchaser Closing Net Working Capital Statement may not be amended by Seller after it is delivered to PurchaserStatement. 1.9.2 Purchaser shall, within thirty (30b) days after the delivery After receipt of the Purchaser Closing Net Working Capital Statement from the Purchaser, the Seller will have 30 days to itreview the Purchaser Closing Statement (the “Review Period”). The Purchaser Closing Statement will be binding and conclusive upon, complete its review and deemed accepted by, the Seller unless the Seller notifies Purchaser in writing prior to the expiration of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes Review Period of any dispute or objection thereto (any such written dispute or objection being referred to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (as an “Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection for its dispute or objections and the specific adjustments (including dollar amounts) to the Purchaser Closing Net Working Capital that Purchaser Statement which the Seller believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed or objected to in Purchaser’s an Objection shall will be irrevocably deemed to be have been accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objectionthe Seller. If no Objection is delivered by the Seller to Purchaser or the Seller notifies the Purchaser in writing that it has no such disputes or objections, in each case prior to the expiration of the Review Period, then the Purchaser Closing Statement will be deemed to have been accepted by, and will be final and binding upon, the parties to this Agreement. The Seller and the Purchaser will, within 15 days (or such longer period as the Seller and the Purchaser may agree in writing) following delivery of an Objection to the Purchaser (the “Resolution Period”), attempt in good faith to resolve their differences, and any resolution by them as to any disputed amounts will be final, binding and conclusive. Any items agreed to by the Seller and the Purchaser in writing, together with any items not disputed or objected to by the Seller in the Objection, are collectively referred to herein as the “Resolved Matters”. (c) If at the end of the Resolution Period the Seller and the Purchaser have been unable to resolve all of their disagreements any differences that they may have with respect to the determination of matters specified in the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection Objection, the Seller and the Purchaser will refer all such matters that remain in dispute (the “Negotiation PeriodUnresolved Matters”) to a nationally recognized independent public accounting firm jointly selected by the Seller and the Purchaser (the “Accounting Referee”)). The Accounting Referee will, they shall refer their remaining differences to acting as experts in accounting and not as arbitrators, determine on a mutually agreeable independent accounting firm basis consistent with the requirements of national recognition (other than an independent accounting firm utilized by any of Sellerthis Agreement, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences Unresolved Matters so submitted, whether and to what extentextent the Purchaser Closing Statement requires adjustment. The Seller and the Purchaser will instruct the Accounting Referee to (i) use its reasonable best efforts to render its final written determination within 30 days after such firm’s engagement, (ii) prepare the Final Closing Statement (which will be consistent with the Resolved Matters and the final determination of the Accounting Referee of the Unresolved Matters), and (iii) calculate the Closing Date Adjustment, if any, based on such Final Closing Statement. With respect to each Unresolved Matter, the Closing Net Working Capital requires adjustmentAccounting Referee’s determination, if not in accordance with the position of either the Seller or Purchaser, will not be in excess of the higher, nor less than the lower, of the amounts advocated by the Seller or the Purchaser with respect thereto. The procedure Accounting Referee’s final written determination will be conclusive and schedule under which any dispute shall binding upon the parties to this Agreement. The “Final Closing Statement” will be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) in the end event that no Objection is delivered by the Seller to the Purchaser, or the Seller notifies the Purchaser that it has no such disputes or objections to the Purchaser Closing Statement, in each case prior to the expiration of the Negotiation Period and Review Period, the Purchaser Closing Statement delivered by the Purchaser to the Seller pursuant to Section 2.8(a); (ii) in the selection event that an Objection is delivered by the Seller to the Purchaser prior to the expiration of the CPA FirmReview Period, the Purchaser shall submit any unresolved elements Closing Statement delivered by the Purchaser to the Seller pursuant to Section 2.8(a), as adjusted pursuant to the agreement of the Purchaser’s Seller and the Purchaser in writing; or (iii) in the event that an Objection is delivered by the Seller to the CPA Firm Purchaser prior to the expiration of the Review Period and the Seller and the Purchaser are unable to agree on all matters set forth in writing (with a copy such Objection, the Purchaser Closing Statement delivered by the Purchaser to Sellerthe Seller pursuant to Section 2.8(a), supported as adjusted by any documents and/or affidavits upon which it relies. Failure the Accounting Referee to timely do so shall constitute a withdrawal by Purchaser be consistent with the Resolved Matters and the final determination of the Accounting Referee of the Unresolved Matters in accordance with this Section 2.8(c). In the event the Final Closing Statement is determined (x) pursuant to clauses (i) or (ii) of the immediately preceding sentence, the Purchaser will prepare the Final Closing Statement and calculate the adjustment amounts, if any, in each case in accordance with the terms of this Agreement, and deliver such items to the Seller within three Business Days following the determination thereof or (y) pursuant to clause (iii) of the immediately preceding sentence, the Accounting Referee will prepare the Final Closing Statement and calculate the adjustment amounts, if any, based on the Final Closing Statement, in accordance with the terms of this Agreement, and deliver such items to the Seller and the Purchaser within three Business Days following the delivery of the final written determination of the Accounting Referee to the Seller and the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (bd) Within fifteen (15) days following Purchaser’s submission The Purchaser will bear 100% of the unresolved elements fees and disbursements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesAccounting Referee. (ce) The CPA Firm parties hereto agree that, following the issuance or determination of a Final Closing Statement pursuant to Section 2.8(c): (i) in the event that the Closing Date Adjustment as set forth in the Final Closing Statement is a positive number, the Purchaser shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred issue to the CPA FirmSeller that number of Purchaser Class A Common Shares equal to (x) the Closing Date Adjustment divided by (y) the Per Share Adjustment Amount; or (ii) in the event that the Closing Date Adjustment as set forth in the Final Closing Statement is a negative number, the Seller shall, at the Seller’s option, either (A) pay to the Purchaser an amount in cash equal to the Closing Date Adjustment, or such longer period (B) transfer to the Purchaser that number of time as Purchaser Class A Common Shares held by the CPA Firm determines is necessarySeller equal to (x) the absolute value of the Closing Date Adjustment divided by (y) the Per Share Adjustment Amount.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) days As promptly as practicable (but not later than sixty (60) days) following the Closing Date, Seller shall Purchaser shall: (i) prepare, or cause to be preparedin accordance with the Agreed Accounting Principles, and deliver to Purchaser a statement balance sheet of the Company as of the open of business on the Closing Date (the “Preliminary Closing Net Date Balance Sheet”); and (ii) deliver to the Seller Representative the Preliminary Closing Date Balance Sheet and a certificate (the “Preliminary Determination”) setting forth Purchaser’s calculation of the Adjusted Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the open of business on the Closing Time Date, in a manner consistent with Schedule 1.2 including reasonable supporting detail. (which shall be set forth separately for each b) To the extent the Preliminary Determination reflects a change in any constituent amount of the Newsprint Business and Apache, but Purchase Price as aggregated shall be referred determined pursuant to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets Section 2.2 and the Newsprint Retained Obligations Seller Representative does not agree with such changes, the Seller Representative shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after of its receipt thereof deliver to Purchaser a written notice (the delivery “Notice of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing Disagreement”) setting forth in reasonable detail each item or amount with which the Seller Representative disagrees and the Seller Representative’s proposed calculation of such disagreement items or amounts, and any reason therefore item or amount not so disputed shall be deemed conclusive and binding on the Sellers and Purchaser for all purposes hereunder. Seller Representative and the Purchaser shall cooperate in good faith to resolve all items identified in the Notice of Disagreement for a period of at least thirty (“30) days after Purchaser’s Objection”)receipt thereof. If, setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of after such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objectionitems remain unresolved, Seller Representative or Purchaser may submit to the Arbiter such unresolved items (and the amounts thereof as set forth in the Preliminary Determination and the Notice of Disagreement). Any , in which case, Seller Representative and Purchaser shall jointly instruct the Arbiter to conduct a review of the line items on the Notice of Disagreement as to which the Seller Representative and Purchaser disagree (such review to be completed not later than sixty (60) days after receipt of the Preliminary Closing Net Working Capital Statements Date Balance Sheet) and, upon completion of such review, to deliver written notice (the “Review Report”) to Seller Representative and Purchaser setting forth the Arbiter’s calculation of each item submitted to the Arbiter for resolution in accordance with this Section 2.5(b). The Arbiter shall act only as an expert and not disputed in as an arbitrator and is expressly limited to the selection of either the Purchaser’s Objection shall be irrevocably deemed position (as set forth on the Preliminary Determination) or the position of the Seller Representative (as set forth in the Notice of Disagreement) on a disputed item (or a position in between the positions of the Seller Representative and the Purchaser), based solely on presentations and supporting material provided by the Purchaser and the Seller Representative and not pursuant to be accepted by Purchaserany independent review. Seller shall then have thirty (30) days to review and respond to Purchaser’s ObjectionThe Arbiter may not impose an alternative resolution outside those bounds. If Seller and Purchaser are unable to resolve all The determination of their disagreements the Arbiter set forth in the Review Report with respect to the determination items set forth on the Notice of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute Disagreement shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later final and binding for purposes of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesthis Agreement. (c) To the extent the Preliminary Determination delivered by Purchaser pursuant to Section 2.5(a) reflects a change in any constituent amount of the Purchase Price as determined pursuant to Section 2.2 and the Seller Representative does not give Purchaser the Notice of Disagreement within forty-five (45) days of receipt thereof, then the Preliminary Closing Date Balance Sheet and Preliminary Determination delivered by Purchaser pursuant to Section 2.5(a) shall be final and binding for purposes of this Agreement. (d) The CPA Firm fees and expenses of the Arbiter with respect to this Section 2.5 shall deliver its written determination to be apportioned between the Company (on behalf of Purchaser) and the Sellers based upon the inverse proportion of the amount of disputed line items of the Preliminary Determination resolved in favor of such party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). The fees and expenses so determined shall be paid by the Company on behalf of Purchaser (via direct payment from the Company) and by the Sellers (via a deduction from the Holdback Amount). (e) Purchaser and Seller no later than Representative agree that they will, and agree to cause their respective independent accountants and the thirtieth (30th) day after Company to, cooperate and assist in the remaining differences underlying Purchaser’s Objection are preparation of the Preliminary Determination and in the conduct of the reviews referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessaryin this‎ Section 2.5.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following after the Closing Date, Seller shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net (i) Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each effective time of the Newsprint Business and Apache, but as aggregated shall be referred to as Closing on the Closing Date (“Closing Net Working Capital”) determined in a manner consistent and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallPrinciples, within thirty (30ii) days after Retained Cash and (iii) Indebtedness of the delivery Transferred Entities as of the effective time of the Closing Net on the Closing Date (“Closing Indebtedness”). For purposes of preparing the Statement, the determination of Inventory shall be based on the amounts recorded in the books and records of the Business as of such time in accordance with the Working Capital Principles. (b) During the forty-five (45)-day period following Purchaser’s receipt of the Statement, Purchaser and its independent auditors shall be permitted to review the working papers of Seller relating to the Statement. The Statement shall become final and binding upon the parties on the forty-fifth (45th) day following delivery thereof, unless Purchaser gives written notice to itSeller of its disagreement with the Statement (a “Notice of Disagreement”) prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, complete its review (ii) include only disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.02 or Retained Cash or Closing Indebtedness not being calculated in accordance with the provisions of this Agreement and (iii) specify the amount that Purchaser reasonably believes is the correct amount of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller Retained Cash and/or Closing Indebtedness based on the disagreements set forth in writing in reasonable detail the Notice of such disagreement and any reason therefore (“Purchaser’s Objection”)Disagreement, setting forth including a specific reasonably detailed description of the basis of Purchaser’s Objection and the adjustments applied to the Closing Net Working Capital that Purchaser believes should be madeStatement in calculating such amount. If the Notice of Disagreement is received by Seller in a timely manner, on or before then the last day of such thirty Statement (30as revised in accordance with this Section 2.02) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items shall become final and binding on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty parties on the earlier of (30i) days to review and respond to Purchaser’s Objection. If the date Seller and Purchaser are unable to resolve in writing all of their disagreements differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the forty-five (45)-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and agree on a final determination of Closing Working Capital, Retained Cash and/or Closing Indebtedness. During such period, Seller and its independent auditors shall be permitted to review the foregoing items within thirty (30) days following Seller’s receipt working papers of Purchaser and its independent auditors relating to the Notice of Disagreement; provided that Seller and its advisors, including its independent auditors, shall have executed all release letters reasonably requested by Purchaser’s Objection independent auditors in connection therewith. At the end of such forty-five (45)-day period, if no agreement on Closing Working Capital, Retained Cash and Closing Indebtedness has been reached, Seller and Purchaser shall submit to a nationally recognized independent accounting firm (the “Negotiation PeriodAccounting Firm”)) for arbitration any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. The Accounting Firm shall be the New York office of Ernst & Young LLP or, they shall refer their remaining differences if such firm is unable or unwilling to a mutually agreeable act, such other nationally recognized independent public accounting firm of national recognition (other than an independent accounting firm utilized as shall be agreed upon by any of Sellerthe parties hereto in writing or, Apache or Purchaser or any Affiliate of any of if the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser parties are unable to so agree as to such third party accounting firm in writing within ten (10) days after the conclusion end of the Negotiation Periodsuch forty-five (45)-day period, either then Purchaser and Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint shall each select such a firm and such firms shall jointly select a third party nationally recognized independent public accounting firm meeting the aforementioned requirements to resolve the dispute disputed matters. The parties shall jointly instruct the Accounting Firm that it (i) shall review only the accounting firm selected being referred to matters that were properly included in the Notice of Disagreement and which remain in dispute, (ii) shall make its determination in accordance with the requirements of this Section 2.02 and (iii) shall render its written decision as the “CPA Firm”), who shall determine, only with respect promptly as practicable but in no event later than forty-five (45) days after submission to the remaining differences so submitted, whether and Accounting Firm of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to what extent, if any, the Closing Net Working Capital requires adjustmentbe enforced. The procedure and schedule under which any dispute Accounting Firm’s determination shall be accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this Section 2.02(b). The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.02 shall be borne by Purchaser and Seller in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Seller incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of its written brief submitted to the CPA Accounting Firm shall be as follows: (a) Within ten (10) days after borne by Seller, and the later fees, costs and expenses of (i) the end Purchaser incurred in connection with its review of the Negotiation Period Statement, its preparation, review and (ii) the selection certification of the CPA Firm, Purchaser shall submit any unresolved elements Notice of the Purchaser’s Objection Disagreement and its preparation of its written brief submitted to the CPA Accounting Firm in writing (with a copy to Seller), supported shall be borne by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm Purchase Price shall deliver its written determination to Purchaser be (i) increased by the amount by which (A) Closing Working Capital exceeds (B) the sum of $156,900,000 (the “2007 Balance Sheet Working Capital Amount”) and Seller no later $40,000,000 (such sum, the “Target Working Capital”), and the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the thirtieth Target Working Capital, (30thii) day increased by the amount of Retained Cash, if any, and (iii) decreased by the amount of the Closing Indebtedness, if any. Notwithstanding the foregoing provisions of this Section 2.02(c), no adjustment to the Purchase Price pursuant to this Section 2.02(c) shall be made unless such adjustment would exceed $1,000,000; provided, however, that if such payment would exceed $1,000,000, then the full amount of such adjustment shall be made. The Purchase Price as adjusted pursuant to this Section 2.02(c) shall hereinafter be referred to as the “Final Purchase Price”. If the Closing Date Amount is less than the Final Purchase Price, Purchaser shall, and if the Final Purchase Price is less than the Closing Date Amount, Seller shall, within ten (10) business days after the remaining differences underlying Purchaser’s Objection are referred Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the CPA Firm, or such longer period Prime Rate from (and including) the Closing Date to (but not including) the date of time as the CPA Firm determines is necessarypayment.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) days following after the Closing Date, Seller shall prepare, or the Purchaser will cause the Company to be prepared, and deliver to Purchaser Blonder Tongue a statement certificate (the “Closing Net Working Capital Statement”"Final Purchase Price Certificate") which shall set prepared in good faith by the Purchaser in accordance with this Agreement, setting forth the Net Working Capital a calculation of the Newsprint Business Working Capital, Cash, Indebtedness, Actual Customers (including amounts for each element thereof and of Apache based upon, among other things, the DirecTV Commission Report that reflects the DTV Subscribers as of the Closing Time Date) and the corresponding Customer Adjustment Amount based on such number, each as of immediately prior to the Effective Time, and the Final Purchase Price. Immediately following the delivery of the Final Purchase Price Certificate, Purchaser agrees to promptly deliver and furnish Blonder Tongue any supporting or underlying documentation pertinent thereto as may be reasonably requested by Blonder Tongue. (which b) If Blonder Tongue delivers written notice (the "Disputed Items Notice") to the Purchaser within sixty (60) days after receipt by Blonder Tongue of the Final Purchase Price Certificate and any supporting documents reasonably requested by Blonder Tongue, stating that Blonder Tongue objects to any of the amounts set forth in the Final Purchase Price Certificate and specifying the nature of the dispute and the basis therefore, Blonder Tongue and the Purchaser will in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Final Purchase Price Certificate (and the computation of the Working Capital, Cash, Indebtedness, Actual Customers and the corresponding Customer Adjustment Amount, and the Final Purchase Price indicated therein), as amended to the extent necessary to reflect the resolution of the dispute, shall be set forth separately for each conclusive and binding on the parties. Membership Interest Purchase Agreement 14 (c) If Blonder Tongue and the Purchaser are unable to agree upon the Final Purchase Price within twenty (20) days after delivery of the Newsprint Business Disputed Items Notice, Blonder Tongue and Apachethe Purchaser shall engage Ernst & Young, but as aggregated or if such party declines such engagement or is otherwise unable to serve in such capacity, Blonder Tongue shall engage another accounting firm, subject to the approval of the Purchaser (such approval not to be unreasonably withheld or delayed) (such engaged party, the "Independent Accountant"), to resolve the disputed items and to make a determination of the Final Purchase Price. The determination of the Independent Accountant shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, made within thirty (30) days after the delivery of the Closing Net Working Capital Statement to itits engagement and, complete its review of the Closing Net Working Capital reflected except as set forth in Section 2.4(d) below, will be final and binding on the Closing Net Working Capital Statementparties. If Purchaser wishes to The Independent Accountant shall resolve only the items or amounts in dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth make a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing Final Purchase Price, which, except as set forth in Section 2.4(d), shall be conclusive and binding on the parties. In resolving any disputed item, the Independent Accountant (i) shall be bound by the provisions of this Section 2.4 and (ii) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value of such items claimed by either party. The fees, costs and expenses of the Independent Accountant will be borne proportionately by the Seller and the Purchaser. The Purchaser shall be responsible for the proportion of such cost equal to the quotient of (A) the absolute value of the difference of (w) the Purchaser's calculation of the Final Purchase Price minus (x) the Final Purchase Price as determined by the Independent Accountant divided by (B) the absolute value of the difference of (y) the Purchaser's calculation of the Final Purchase Price minus (z) Blonder Tongue's calculation of the Final Purchase Price. Blonder Tongue shall be responsible for the proportion of such cost equal to the quotient of (A) the absolute value of the difference of (w) Blonder Tongue's calculation of the Final Purchase Price minus (x) the Final Purchase Price as determined by the Independent Accountant divided by (B) the absolute value of the difference of (y) Blonder Tongue's calculation of the Final Purchase Price minus (z) the Purchaser's calculation of the Final Purchase Price. (d) If for any disputed items set forth in the Disputed Items Notice, the difference between the Independent Accountant's assigned value and the value asserted by either Blonder Tongue or the Purchaser exceeds $125,000, individually or in the aggregate (each, a "Disputed Item" and collectively, the "Disputed Items"), Blonder Tongue or Purchaser, as applicable, shall have the right, upon written notice to the other party within thirty (30) days following Seller’s receipt from the date of Purchaser’s Objection the Independent Accountant's determination (the “Negotiation Period”"Election Notice"), to elect to use the following dispute resolution procedure. (i) Mediation. If either party submits an Election Notice to the other for the resolution of the Disputed Items, then the parties shall endeavor to resolve the Disputed Items by mediation under the then current CPR Institute for Conflict Prevention and Resolution ("CPR") model procedure for mediation of business disputes. The parties shall select a mediator by mutual agreement; provided however, if the parties fail to agree upon a mediator within ten (10) days of the date of the Election Notice, they shall refer their remaining differences to proceed with selection of a mediator using the services and procedures of the CRP for selection of a mediator. The mediator shall be neutral, disinterested, unbiased and independent of the parties and others having an interest in the outcome. The place of mediation shall be New York, New York. Each party will bear its own cost of mediation, including any counsel fees, provided, however, the cost charged by any independent third party mediator will be shared equally by the parties. In consultation with the mediator, the parties shall promptly designate a mutually agreeable independent accounting firm of national recognition convenient time and place for the mediation, and unless circumstances Membership Interest Purchase Agreement 15 require otherwise, such time shall not be later than fifteen (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any 15) days after selection of the foregoing within mediator. If the past parties do not agree promptly, then the mediator shall determine the time and place. In the event any party has substantial need for information in the possession of another party in order to prepare for the mediation, all parties shall attempt in good faith to agree on procedures for the expeditious exchange of such information, with the help of the mediator if required. The bias shall be against discovery which is not clearly essential and the parties agree to be bound by the mediator's determination of what discovery, if any, shall be had. The parties' efforts to reach a settlement of the Disputed Items will continue until (i) a written settlement agreement is executed by the parties, or (ii) the mediator concludes and informs the parties in writing that further efforts to mediate the dispute would not be useful, or (iii) one of the parties notifies the other in writing that an impasse has been reached (the "Termination Date"). Notwithstanding the foregoing, either party may withdraw from the mediation proceeding without liability therefor in the event such proceeding continues for more than fifteen (15) days from the commencement of such proceeding. For purposes of the preceding sentence, the proceeding will be deemed to have commenced following the completion of the selection of the mediator. (ii) In the event the parties fail to resolve all of the Disputed Items by the Termination Date, the Disputed Items shall be resolved in a final and binding manner in arbitration under the then-prevailing Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The place of arbitration shall be New York, New York. A panel of three (3) years) acceptable arbitrators qualified as certified public accountants and experienced in resolving matters similar to both Seller and Purchaser or those in dispute under this Section 2.4 shall be selected by the joint agreement of the parties, but if Seller and Purchaser are unable to they do not so agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation PeriodTermination Date, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firmarbitrators shall be made pursuant to the rules from the panels of the arbitrators maintained by the AAA, subject to the aforementioned qualifications for the arbitrators. Consistent with the expedited nature of arbitration, each party will, upon the reasonable written request of the other party, promptly provide the other with copies of documents directly relevant to the Disputed Items. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrators, which determination shall be conclusive. The arbitrators shall render their decision within sixty (60) days of appointment. Any decision rendered by the arbitrators regarding the Disputed Items shall be conclusive and binding upon the parties hereto; provided, that such decision may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value of such items claimed by either party; provided, further, that any such decision shall be accompanied by a written opinion of the arbitrators giving the reasons for the award. Each party will bear its own cost of arbitration, including any counsel fees. The fees, costs and expenses of the arbitrators will be borne proportionately by the Seller and the Purchaser. The Purchaser shall submit any unresolved elements be responsible for the proportion of such cost equal to the quotient of (A) the absolute value of the difference of (w) the Purchaser’s Objection 's calculation of the Disputed Items minus (x) the Disputed Items as determined by the arbitrators divided by (B) the absolute value of the difference of (y) the Purchaser's calculation of the Disputed Items minus (z) Blonder Tongue's calculation of the Disputed Items. Blonder Tongue shall be responsible for the proportion of such cost equal to the CPA Firm quotient of (A) the absolute value of the difference of (w) Blonder Tongue's calculation of the Disputed Items minus (x) the Disputed Items as determined by the arbitrators divided by (B) the absolute value of the difference of (y) Blonder Tongue's calculation of the Disputed Items minus (z) the Purchaser's calculation of the Disputed Items. Membership Interest Purchase Agreement 16 (iii) The parties agree that the mediation and arbitration procedures set forth in writing (with a copy this Section 2.4(d) are obligatory and participation therein legally binding upon each of them once an Election Notice is delivered. In the event that either party refuses to Sellersubmit to the dispute resolution procedures pursuant to this Section 2.4(d), supported by the other party may bring an action to seek enforcement of such obligation in any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser court of the Purchaser’s Objection with respect to any unresolved element to which such failure relatescompetent jurisdiction. (be) Within fifteen If Blonder Tongue does not deliver a Disputed Items Notice to the Purchaser within sixty (1560) days following Purchaser’s submission after receipt by Blonder Tongue of the unresolved elements Final Purchase Price Certificate and any supporting documents reasonably requested by Blonder Tongue, the computation of the Purchaser’s Objection as Working Capital, Cash, Indebtedness, Actual Customers and the corresponding Customer Adjustment Amount, and the Final Purchase Price specified in sub-clause (a) above, Seller shall submit its response the Final Purchase Price Certificate will be conclusively presumed to be true and correct in all respects and will be binding upon the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesparties. (cf) The CPA Firm If the Net Adjustment Amount (as defined below) is positive, the Purchaser shall deliver its written determination to Purchaser and Seller no later than the thirtieth promptly (30thbut in any event within five (5) day Business Days after the remaining differences underlying final determination of all amounts pursuant to this Section 2.4) deliver to Blonder Tongue the Net Adjustment Amount by wire transfer of immediately available funds to an account or accounts designated by Blonder Tongue. (g) If the Net Adjustment Amount is negative, the Purchaser shall be entitled to (and upon the demand of Seller, shall be obligated to) satisfy the absolute value of the Net Adjustment Amount, up to $25,000, out of the Escrow Fund and, upon Purchaser’s Objection are referred 's request, Blonder Tongue shall execute joint instructions to the CPA FirmEscrow Agent to release such amounts from the Escrow Fund. To the extent the Net Adjustment Amount is negative and the absolute value of the Net Adjustment Amount is an amount greater than $25,000, or such longer period Blonder Tongue shall promptly (but in any event within five (5) Business Days after the final determination of time as all amounts pursuant to this Section 2.4) deliver to the CPA Firm determines is necessaryPurchaser an amount equal to the absolute value of the Net Adjustment Amount in excess of $25,000 by wire transfer of immediately available funds to an account designated by the Purchaser to Blonder Tongue.

Post-Closing Purchase Price Adjustment. 1.9.1 Within (a) As promptly as practicable, but in any event within ninety (90) days following after the Closing Date, Seller Purchaser shall preparedeliver to Sellers (A) a written statement (the “Closing Statement”) setting forth its calculation of Cash, or cause to be preparedIndebtedness of the Acquired Entities, the Net Working Capital Adjustment, Transaction Expenses, and Unreimbursed Financial Statement Fees, all as of the Accounting Calculation Effective Time (except for Indebtedness of the Acquired Entities and Transaction Expenses, which shall be estimated as of the Closing), and (B) the computation of the amount payable, if any, pursuant to Sections 2.04(e)-(g). (An illustrative example of the calculations set forth on the Closing Statement is set forth on Schedule 2.02(a).) The Closing Statement shall be prepared in good faith and in accordance with the Accounting Principles or U.S. federal income tax accounting principles, as applicable, and the terms of this Agreement; provided, that, with respect to the calculation of the Net Working Capital Adjustment, the Closing Statement shall be determined without giving effect to the consummation of Closing. (b) Sellers shall have up to thirty (30) days upon receipt of the Closing Statement (the “Preliminary Review Period”) to review the Closing Statement. During the Preliminary Review Period, Purchaser and the Acquired Entities shall xxxxx Xxxxxxx and their authorized Representatives reasonable in-person and remote electronic access to all such workpapers and documents, including those documents set forth on Schedule 2.04(b) (and upon reasonable request such individuals shall be provided copies of such documents) and all such personnel their Representatives may reasonably request that are relevant to the Closing Statement. In the event Purchaser or the Acquired Entities do not provide any workpapers or documents or access to personnel reasonably requested by Sellers or any of their authorized Representatives within three (3) Business Days of request therefor, the Preliminary Review Period shall be extended by five (5) Business Days, plus one (1) Business Day for each additional day required for Purchaser and the Acquired Entities to reasonably respond to such request (the “Extended Review Period”, together with the Preliminary Review Period, the “Review Period”). (c) If Sellers confirm their acceptance of the Closing Statement within ten (10) days after the end of the Review Period or have not objected in writing to the calculation of the Cash, Indebtedness of the Acquired Entities, Net Working Capital Adjustment, Transaction Expenses, and Unreimbursed Financial Statement Fees, and the computation of the amount payable, if any, on the Closing Statement within ten (10) days after the end of the Review Period, the Closing Statement and the calculations as prepared by Purchaser shall be final, binding, and non-appealable by the Parties hereto. (d) If Sellers have any objections to the Closing Statement, Sellers shall deliver to Purchaser a statement (the an “Closing Net Working Capital Objections Statement”) setting forth those items to which Sellers object (the “Disputed Items”). Sellers and Purchaser shall set forth negotiate in good faith to resolve the Net Working Capital Disputed Items, but if they do not reach a final resolution within thirty (30) days after the delivery of the Newsprint Business Objections Statement to Purchaser, Sellers and Purchaser shall submit any unresolved Disputed Items to Xxxxx Xxxxxxxx LLP; provided that, if Xxxxx Xxxxxxxx LLP is unable or unwilling to serve in such capacity, Sellers and Purchaser shall submit any unresolved Disputed Items to an alternative mutually agreed upon independent accounting or valuation firm of Apache as of the Closing Time national reputation (which shall be set forth separately for each of the Newsprint Business and Apachesuch firm or such alternative firm, but as aggregated shall be referred to as the “Closing Net Working CapitalResolution Accounting Firm”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded). The Closing Net Working Capital Statement may Resolution Accounting Firm shall act as an expert and not as an arbitrator. Should the Parties be amended by Seller after it is delivered unable to Purchaser. 1.9.2 Purchaser shallreach agreement on an alternative Resolution Accounting Firm, if necessary, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to itObjections Statement, complete its review either Party may seek the appointment of an alternative Resolution Accounting Firm by requesting the President of the Closing Net Working Capital reflected on Institute of Chartered Accountants in England and Wales to appoint a Resolution Accounting Firm in accordance with its President’s Appointments Scheme. Each Party may furnish to the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of Resolution Accounting Firm such disagreement information and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments documents relevant to the Closing Net Working Capital that Purchaser believes should be madeStatement or Estimated Closing Statement (as the case may be), on or before the last day with copies of such thirty (30) day period, which Purchaser’s Objection submission and all such documents and information being concurrently given to the other Party. The Resolution Accounting Firm shall resolve each item of disagreement based solely on the supporting material provided by Purchaser and Sellers and in accordance with the Accounting Principles and not pursuant to any independent review and may not be amended assign a value to any particular item greater than the greatest value for such item claimed by Purchaser after it is delivered either Party or less than the lowest value for such item claimed by either Party, in each case as presented to Seller (except to withdraw any such Purchaser’s Objection)the Resolution Accounting Firm. Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller Sellers and Purchaser are unable shall use their respective Commercially Reasonable Efforts to cause the Resolution Accounting Firm to resolve all such unresolved Disputed Items and notify them in writing of their disagreements with respect to the determination of the foregoing items such resolution as soon as practicable, but in any event within thirty (30) days following Seller’s receipt after the date on which the Resolution Accounting Firm is first retained. The decision of Purchaser’s the Resolution Accounting Firm regarding each of the Disputed Items shall be final, binding, and non-appealable by the Parties hereto; provided, however, that such decision may be corrected or set aside by arbitrators pursuant to Section 9.03, but only if and only to the extent that such decision is the result of Fraud, bad faith, or palpable mistake or if the Resolution Accounting Firm has manifestly violated the express terms of this Section 2.04. Each Party shall bear its own costs and expenses in connection with the resolution of such dispute by the Resolution Accounting Firm. The fees and expenses of the Resolution Accounting Firm shall be borne on a proportionate basis by Purchaser and Sellers based on the inverse proportion of the respective percentages of the dollar value of Disputed Items determined in favor of Purchaser and Sellers, respectively. Sellers and Purchaser shall, and Purchaser shall cause the Acquired Entities to, cooperate fully with the Resolution Accounting Firm and respond on a timely basis to all requests for information or access to documents or personnel made by the Resolution Accounting Firm, all with the intent to fairly and in good faith resolve all Disputed Items as promptly as reasonably practicable. Once all Disputed Items are resolved, the calculation of the Purchase Price (and the components thereof) on the Closing Statement shall be adjusted, as appropriate, to reflect (i) any resolution of Disputed Items as agreed between Purchaser and Sellers or (ii) any determination of Disputed Items by the Resolution Accounting Firm, and the Closing Statement and the final calculation of Purchase Price thereon (in each case, as so adjusted) shall be final, binding, and non-appealable by the Parties hereto. From Sellers’ delivery of any Objection Statement until the resolution of any Disputed Items set forth therein, Purchaser and the Acquired Entities shall xxxxx Xxxxxxx and their authorized Representatives reasonable in-person and remote electronic access to all such workpapers and other documents (and upon reasonable request such individuals shall be provided copies of such documents) and all such personnel which their Representatives may reasonably request which are relevant to such Objection Statement and any Disputed Items set forth therein. (e) If the Purchase Price as finally determined pursuant to this Section 2.04 (the “Negotiation PeriodFinal Purchase Price”)) is greater than the Estimated Purchase Price, they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition then, within five (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any 5) Business Days after the determination of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA FirmFinal Purchase Price, Purchaser shall submit any unresolved elements pay to Sellers, by wire transfer of the Purchaser’s Objection immediately available funds, an amount equal to the CPA Firm in writing (with a copy to Seller)Final Purchase Price, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of less the Purchaser’s Objection with respect to any unresolved element to which such failure relatesEstimated Purchase Price already paid. (bf) Within fifteen If the Final Purchase Price is less than the Estimated Purchase Price, then, within five (155) days following Purchaser’s submission Business Days after the determination of the unresolved elements Final Purchase Price, Sellers shall, in the proportion in which the Estimated Purchase Price was paid to Sellers, by wire transfer of the Purchaser’s Objection as specified in sub-clause (a) aboveimmediately available funds, Seller shall submit its response pay to Purchaser an amount equal to the CPA Firm in writing (with a copy to Purchaser)Estimated Purchase Price, supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesless the Final Purchase Price. (cg) The CPA Firm All payments required pursuant to this Section 2.04 shall deliver its written determination be deemed to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred be adjustments, for Tax purposes, to the CPA Firm, or such longer period of time as aggregate Purchase Price paid by Purchaser to Sellers for the CPA Firm determines is necessaryMembership Interests purchased by it pursuant to this Agreement to the extent permitted by applicable law.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety Net Asset Amount. (90a) days following the Closing Date, Seller The Preliminary Net Asset Amount shall prepare, or cause be updated to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth reflect the Net Working Capital of the Newsprint Business and of Apache Asset Amount as of the Closing Time Date (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working CapitalAsset Audit”) and shall be prepared in accordance with Seller’s past accounting methodsas follows: within 60 days of October 31, policies, practices and procedures and in 2019 (the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing “Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s ObjectionAsset Audit Date”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection Parties shall be irrevocably deemed cause to be accepted prepared and completed by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized mutually selected by any of Seller, Apache or Purchaser or any Affiliate of any Buyer and Seller (the “Accounting Firm”) and delivered to the Buyer Parties and the Seller an audited balance sheet reflecting the Accounting Firm’s determination of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree Net Asset Amount as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute Closing Date (the accounting firm selected being referred to as the “CPA FirmAudited Net Asset Amount”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to prepared by the CPA Accounting Firm shall be as follows: (a) Within ten (10) days after in good faith and in accordance with GAAP and Exhibit F from the later of (i) the end Books and Records of the Negotiation Period Seller and (ii) the selection of Buyer Sub and will be binding on the CPA Firm, Purchaser shall submit any unresolved elements of Buyer Parties and the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesSeller Parties. (b) Within fifteen For purposes of complying with the terms set forth in this Section 2.6, each Party shall cooperate with and make available to the Accounting Firm and the other Parties and their respective representatives all information, records, data and working papers (15) days following Purchaser’s submission including accountant work papers), and shall permit access during normal business hours, upon reasonable advance notice and subject to the terms of typical confidentiality arrangements to the Facilities and personnel as may be reasonably required in connection with the preparation and analysis of the unresolved elements Audited Net Asset Amount and Audited Closing Date Project Lookback Schedule. The Accounting Firm shall be free of undue influence from the Purchaser’s Objection as specified Buyer Parties and Seller Parties in suborder to remain independent. At least one Representative of both the Buyer Parties and Seller Parties shall be party to all communications with the Accounting Firm, including telephone conversations, e-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesmail communications and on-site visits. (c) The CPA Firm Following the final determination of the Audited Net Asset Amount, the Purchase Price shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.be adjusted in accordance with Exhibit I.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety The Purchase Price shall be subject to adjustment after the Closing in accordance with the following procedure: (90a) days following Promptly after the Closing Date, Seller shall prepare, or cause the Shareholders will prepare and present to be prepared, and deliver to the Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Balance Sheet. The Closing Net Working Capital”) and Balance Sheet shall be prepared in accordance with Seller’s past generally accepted accounting methodsprinciples, policies, practices and procedures and applied in a manner consistent with the same manner, with consistent classification and estimation methodologypreparation of the Financial Statements except the Closing Balance Sheet shall reflect or not reflect, as the Financial Statements were preparedcase may be, except that the Excluded Assets accounting principles and the Newsprint Retained Obligations shall be excludeditems set forth in Schedule 2.6. The Closing Net Working Capital Statement may not Balance Sheet shall be amended by Seller after it is delivered to Purchaser. 1.9.2 the Purchaser shall, within thirty no later than sixty (3060) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesDate. (b) Within fifteen The Purchaser shall have the right to review the work papers of the Shareholders utilized in preparing the Closing Balance Sheet. The Closing Balance Sheet shall be binding on the Purchaser unless the Purchaser presents to the Shareholders' Representative within sixty (1560) days following after the Purchaser’s submission 's receipt of the unresolved elements Closing Balance Sheet written notice of disagreement specifying in reasonable detail the nature and extent of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesdisagreement. (c) The CPA Firm If the Purchaser and the Shareholders are unable to resolve any disagreement with respect to the Closing Balance Sheet within forty-five (45) days after the Shareholders' Representative receives a timely notice of disagreement, the disagreement shall deliver its written be referred for final determination to such independent accountants as shall be mutually agreed upon by the Purchaser and Seller no later the Shareholders' Representative (such accounting firm is referred to herein as the "Independent Accountants"). The Closing Balance Sheet shall be deemed to be binding on the Purchaser and the Shareholders upon: (i) the failure of the Purchaser to deliver to the Shareholders' Representative a notice of disagreement within forty-five (45) days of its receipt of the Closing Balance Sheet prepared by the Shareholders; (ii) resolution of any disagreement by mutual agreement of the parties; or (iii) notification by the Independent Accountants of their final determination of the Closing Balance Sheet. If the Consolidated Net Worth reflected in the Closing Balance Sheet, as finally determined (the "Acquired Consolidated Net Worth"), is less than the thirtieth (30th) day after Established Consolidated Net Worth, the remaining differences underlying Purchaser’s Objection are referred Purchase Price shall be reduced on a dollar-for-dollar basis by such difference. The amount of any reduction in the Purchase Price shall be paid by the Shareholders to the CPA FirmPurchaser within five (5) business days following the determination of the amount thereof, by wire transfer of same day funds credited to the account of the Purchaser as provided by the Purchaser to the Shareholders' Representative in writing. No adjustment to the Purchase Price shall be made if the Acquired Consolidated Net Worth equals or exceeds the Established Consolidated Net Worth. Any payment pursuant to this Section 2.6(c) shall be accompanied by accrued interest from the Closing Date to the date of payment at the Prime Rate. (d) The fees and disbursements of the Independent Accountants shall be borne by the Company, but only to the extent that such longer period fees and disbursements are less than the Excess Net Worth. If such fees and disbursements are in excess of time as the CPA Firm determines is necessaryExcess Net Worth, they shall be borne equally, one-half (1/2) by the Purchaser and one-half (1/2) by the Shareholders to the extent of such excess.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety forty-five (9045) calendar days following after the Closing Date, Seller Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser a statement the Seller Representative an unaudited balance sheet of the Company along with the data and work papers, showing in reasonable detail the Buyer’s good faith calculation of the Working Capital as of the Effective Time, together with the amount of the Working Capital Adjustment based thereon (collectively, the “Closing Net Final Working Capital Statement”). (b) which shall If the Seller Representative disputes any matter or item set forth in the Net Final Working Capital of Statement, the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shallRepresentative may, within thirty (30) days after the delivery receipt of the Final Closing Net Statement, provide to Buyer a written statement of such disputes (“Notice of Dispute”). During such thirty (30)-day review period and any period of dispute with respect to the Final Working Capital Statement thereafter, Buyer shall, and shall cause the Company to, (x) provide Seller Representative and his representatives with reasonable access during normal business hours to it, complete the Books and Records of the Company and all working papers in the Buyer’s or its representative’s possession or control for purposes of their review of the Closing Net Final Working Capital reflected on the Closing Net Working Capital StatementStatement and (y) cooperate reasonably with Seller Representative in connection with such review. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection Buyer and the adjustments Seller Representative shall use good faith efforts to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of jointly resolve such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have disputes within thirty (30) days after Buyer’s receipt of the Notice of Dispute, which resolution, if achieved, shall be binding upon all Parties to this Agreement and not subject to dispute or judicial review. (c) If Buyer and the Seller Representative cannot resolve such disputes to their mutual satisfaction within such thirty (30)-day period, Buyer and the Seller Representative shall, within the following ten (10) days, jointly engage the Neutral Accountant to review the Final Working Capital Statement together with the Notice of Dispute and respond any other relevant documents. The Neutral Accountant shall calculate the Working Capital using the items included in the Final Working Capital Statement that are not disputed by Buyer and the Seller Representative and shall make its own determination of any item that is disputed by Buyer and the Seller Representative, but otherwise in accordance with the provisions of this Agreement; provided, however, that in no event shall any such determination by the Neutral Accountant for any disputed item be outside the range therefor set forth in the Final Working Capital Statement and the written Notice of Dispute. The Neutral Accountant shall not be authorized or permitted to Purchaser’s Objectionapply any accounting methods, treatments, principles or procedures other than as described in Section 1.5(a). When rendering decisions with respect to items disputed in the Notice of Dispute, the Neutral Accountant will take into consideration both sides of any required accounting entry when resolving such disputed item (e.g., a misclassification of outstanding checks between cash and accounts payable will require adjustment to both accounts, even if cash is the account subject to the Notice of Dispute and accounts payable is not). The Neutral Accountant shall report its conclusions as to such disputes and its determination of the Working Capital and the amount of the Working Capital Adjustment based thereon pursuant to this Section 1.5 no later than thirty (30) days after it is engaged by Buyer and the Seller Representative, which determination shall be conclusive on all Parties to this Agreement and not subject to further dispute or judicial review. A judgment on the determination made by the Neutral Accountant pursuant to this Section 1.5 may be entered in and enforced by any court having jurisdiction. If Seller and Purchaser are unable to resolve the Neutral Accountant resolves all of their disagreements the objections in favor of Buyer, Seller Representative will be responsible for the Neutral Accountant’s fees and expenses. If the Neutral Accountant resolves all of the objections in favor of Seller Representative, Buyer will be responsible for the Neutral Accountant’s fees and expenses. If the Neutral Accountant resolves some of the objections in favor of each of Buyer and Seller Representative, then each of Buyer, on the one hand, and Seller Representative, on the other hand, shall be responsible for fifty (50%) of the Neutral Accountant’s fees and expenses. (d) At such time as the Working Capital as of the Effective Time is finalized (such amount being the “Final Working Capital Amount”), the Base Purchase Price shall be adjusted as follows (and such adjustment shall be referred to herein as the “Working Capital Adjustment”): (i) If the Final Working Capital Amount is less than the Target Working Capital, then the amount of such deficiency shall be payable to Buyer by Seller Representative (on behalf of the Sellers), within three (3) Business Days, after the date of determination of the Final Working Capital Amount in immediately available funds by wire transfer to such bank account as per the written instructions of the Company or Buyer. (ii) If the Final Working Capital Amount is greater than the Target Working Capital, then Buyer shall, within three (3) Business Days after the date of determination of the Final Working Capital Amount, pay any such excess to the Seller Representative (on behalf of Sellers, in accordance with each Seller’s Pro Rata Share), in immediately available funds by wire transfer to such bank account as per the written instructions of the Seller Representative. (e) The Parties agree that the procedures set forth in this Section 1.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (Final Closing Adjustment Statement and the “Negotiation Period”)Final Working Capital Amount; provided, they however, that this provision shall refer their remaining differences not prohibit Buyer or the Seller Representative from instituting litigation to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any enforce the determination of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesNeutral Accountant. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than one hundred twenty (120) days following after the Closing Date, Seller Buyer shall prepare, or cause a consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Closing Balance Sheet”) to be preparedprepared and delivered to Seller, and deliver to Purchaser which will be accompanied by a statement (the “Closing Net Working Capital Statement”) which shall set setting forth Buyer’s good faith calculation of (i) the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time Effective Time, (which shall be set forth separately for each ii) the outstanding Debt of the Newsprint Business Acquired Companies as of the Effective Time, (iii) outstanding Seller’s Expenses as of the Effective Time, (iv) the Cash on Hand as of the Effective Time, and Apache, but as aggregated (v) the Adjusted Closing Cash Amount. Buyer shall be referred to as prepare the “Closing Net Working Capital”) Balance Sheet and shall be prepared the Closing Statement in accordance with Seller’s past accounting methods, policies, practices GAAP and the assumptions and procedures set forth on Exhibit A of this Agreement. Buyer shall provide a reasonable opportunity for Seller and its Representatives to review the books and records of the Acquired Companies used in preparing or supporting the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets Closing Balance Sheet and the Newsprint Retained Obligations Closing Statement and the numbers contained therein and shall be excluded. The Closing Net Working Capital Statement may not be amended by provide Seller after it is delivered with reasonable access to PurchaserBuyer’s personnel in connection therewith, subject to reasonable limitations to comply with Legal Requirements or protect confidential information or legal privilege. 1.9.2 Purchaser shall(b) If, within thirty forty-five (3045) days after the following delivery of the Closing Net Working Capital Statement to it, complete its review of Balance Sheet and the Closing Net Working Capital reflected on Statement (the “Objection Notice Period”), Seller has not given Buyer written notice of any good faith objection to the Closing Net Working Capital Statement. If Purchaser wishes Statement (which notice is to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing state in reasonable detail the basis of such disagreement its objection and the matters in dispute and the amount of any reason therefore proposed adjustments in accordance with Section 2.4(c) of this Agreement) (an “Purchaser’s ObjectionObjection Notice”), setting forth a specific description then Xxxxx’s calculations of the basis of Purchaser’s Adjusted Closing Cash Amount is to be deemed to be binding and conclusive on the Parties for all purposes under this Agreement and not subject to further dispute or challenge. (c) If Seller gives Buyer an Objection and the adjustments Notice with respect to the Closing Net Working Capital that Purchaser believes should Statement within the Objection Notice Period, then Seller and Buyer shall in good faith attempt to resolve the specific issues set forth in reasonable detail in such Objection Notice (and, for avoidance of doubt, all other calculations with respect to the Adjusted Closing Cash Amount are to be made, binding and conclusive on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s ObjectionParties). Any items resolution agreed to in writing by Xxxxxx and Xxxxx shall be final, binding and conclusive on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed Parties and is to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objectionused in the calculation of the Adjusted Closing Cash Amount. If Seller and Purchaser are unable Buyer fail to resolve all of their disagreements with respect to the determination of the foregoing items such issues within thirty (30) days following SellerXxxxx’s receipt of Purchaser’s such Objection Notice, Seller and Buyer shall submit the specific issues (and only such issues) set forth in reasonable detail in such Objection Notice remaining in dispute to a nationally recognized certified public accounting firm mutually selected by Seller and Buyer (the “Negotiation PeriodIndependent Accountants”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of ) for resolution in accordance with the foregoing within the past three (3) years) acceptable to both Seller guidelines and Purchaser or if Seller and Purchaser procedures set forth in this Agreement. If issues are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as follows:the Independent Accountants request and are available to such Party or such Party’s Representatives and are to be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues, (ii) Seller and Buyer shall direct the Independent Accountants to notify Seller and Buyer of their determination within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, and (iii) the determination by the Independent Accountants is to be final, binding and conclusive on the Parties and is to be used in the calculation of the Adjusted Closing Cash Amount, (iv) in no event shall any determination of the Independent Accountants be outside of the range of Buyer’s proposed final calculations of such disputed issues set forth in the Closing Statement and Xxxxxx’s proposed final calculations set forth in the Objection Notice, and (v) the fees and expenses of the Independent Accountants are to be allocated and payable by Xxxxx, on the one hand, and Seller on the other hand, in proportion to the amounts by which the proposals of Buyer and Seller, respectively, differed from the Independent Accountants’ final determination of the matters in dispute, and the Independent Accountants are to determine such proportions in the Independent Accountant’s final determination. (ad) Within ten five (105) days Business Days after the later earlier of (i) the end expiration of the Negotiation Objection Notice Period and in the event no Objection Notice is delivered to Buyer prior thereto, (ii) the selection joint final resolution of Buyer and Seller of all disputed items set forth in an Objection Notice, or (iii) the CPA Firm, Purchaser shall submit any unresolved elements of final determination by the Purchaser’s Objection Independent Accountants in accordance with Section 2.4(c): (i) If the Adjusted Closing Cash Amount is equal to the CPA Firm in writing Closing Cash Amount, then no further payment will be required. (with ii) If the Adjusted Closing Cash Amount is greater than the Closing Cash Amount, then Buyer will pay to Seller the full amount of such excess. (iii) If the Adjusted Closing Cash Amount is less than the Closing Cash Amount, then Seller and Seller Parent, jointly and severally, will pay to Buyer the full amount of such deficit. Any payments made under this Section 2.4 shall be treated by the Parties as an adjustment to the Purchase Price for income Tax purposes, unless a copy final determination (which is to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser include the execution of the Purchaser’s Objection an IRS Form 870-AD or successor form) with respect to such payment causes any unresolved element such payment not to which such failure relates. (b) Within fifteen (15) days following Purchaserbe treated as an adjustment to the Purchase Price for Tax purposes. Nothing in this Section 2.4 is intended to diminish Seller’s submission and Seller Parent’s obligations for all Seller’s Expenses and Debt of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesAcquired Companies. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) On September 30, 2009, Seller shall conduct its customary fiscal year end physical inventory of the supplies and inventory on hand at the Center. Buyer shall be entitled to observe such inventory count. Based on such physical inventory, the value of inventory and supplies shall be determined by applying Seller’s normal accounting methodologies and procedures, and Seller shall prepare a schedule thereof (the “Value of Inventory”). The amount of the Value of Inventory shall be increased or decreased, as appropriate, to reflect the value of any additions to, or deletions from, the inventory and supplies of the Center between the date of the physical inventory and the Effective Time. (b) Within ninety (90) 30 days following after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer, (i) Seller’s determinations of the Closing Date Working Capital, (ii) Seller’s calculation of the Closing Date Accrued PTO, and (iii) Seller’s calculation of the actual Cash Purchase Price based upon such Closing Date Working Capital and Closing Date Accrued PTO (collectively, the “Draft Computation”). Seller will make available to Buyer and its auditors all records and work papers used in preparing the Draft Computation. If Buyer disagrees with any aspect of the Draft Computation, Buyer may, within 30 days after receipt of the Draft Computation, deliver a statement notice (an “Objection Notice”) to Seller setting forth Buyer’s determination of the Closing Date Working Capital and/or Closing Date Accrued PTO and Buyer’s calculation of the actual Cash Purchase Price. If Buyer does not deliver an Objection Notice to Seller within 30 days after receipt of the Draft Computation, then the Parties will be deemed to have agreed to the Draft Computation and such computations shall be deemed to be finally determined as set forth therein. Seller and Buyer shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 days after Seller has received the Objection Notice, Seller and Buyer shall jointly retain an independent accounting firm mutually agreed upon by Buyer and Seller (the “Closing Net Working Capital StatementFirm”) which to resolve any remaining disagreements. Seller and Buyer shall set forth direct the Net Working Capital of Firm to render a determination within 30 days after its retention and Seller, Buyer and their respective agents shall cooperate with the Newsprint Business Firm during its engagement. The Firm may consider only those items and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and amounts in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Draft Computation or Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, Notice which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser Buyer are unable to resolve all of their and in resolving any such disagreements with respect the Firm shall act as experts and not as arbitrators. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm’s determination shall be based solely on written submissions by Seller and Buyer (i.e., not on independent review) and on the definitions included herein. The determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after conclusive and binding upon Seller, Buyer and the later of (i) Sellers. Until the end Firm makes its determination, the costs and expenses of the Negotiation Period Firm shall be borne equally by Seller, on the one hand, and Buyer (ii) the selection on behalf of the CPA FirmSellers in accordance with their respective Allocation Percentages), Purchaser shall submit on the other hand; provided that, when the Firm makes its determination, any unresolved elements costs and expenses (including costs and expenses previously advanced) of the Purchaser’s Objection party whose determination of the actual Cash Purchase Price was closest to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser Firm’s determination of the Purchaser’s Objection with respect to any unresolved element to which such failure relatessame shall be paid by the other party. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) calendar days following after the Closing Date, Seller the Buyer shall prepare, or cause to be prepared, prepared and deliver delivered to Purchaser the Seller a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital Capital, the Net Funded Indebtedness, the Transaction Related Expenses (to the extent unpaid as of immediately prior to Closing), and the components thereof. The Closing Statement and the calculations set forth thereon shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the Accounting Principles (if applicable) and the definitions of “Net Working Capital,” “Net Funded Indebtedness,” “Transaction Related Expenses,” and shall be in the same form and include the same line items as the calculations of the Newsprint Business Estimated Net Working Capital, the Estimated Net Funded Indebtedness, Estimated Transaction Related Expenses. (b) If the Closing Statement is not so timely delivered, then without any further action of the parties, the Closing Statement shall consist of the Estimated Net Working Capital, the Estimated Net Funded Indebtedness and the Estimated Transaction Related Expenses, and shall be deemed delivered as such by Buyer to Seller under this Agreement (and for the avoidance of Apache as doubt, the Seller shall be entitled to all rights set forth in the remainder of this Section 2.7). (c) After receipt of the Closing Time Statement pursuant to Section 2.7(a) or deemed receipt pursuant to Section 2.7(b), the Seller will have ninety (90) calendar days to review the Closing Statement. Unless the Seller delivers written notice (which notice shall include the items and amounts in dispute and supporting documentation related thereto) to the Buyer setting forth the items disputed by the Seller with respect thereto on or prior to the ninetieth (90th) calendar day after the Seller’s receipt of the Closing Statement, the Seller will be deemed to have accepted and agreed to the Closing Statement and such statement (and the calculations contained therein) will be final, binding and conclusive for purposes of this Article II. If the Seller notifies the Buyer of its objections to items contained in the Closing Statement (or calculations contained therein) within such ninety (90) calendar day period, the Buyer and the Seller shall, during the thirty (30) calendar days following delivery of such notice by the Seller to the Buyer (or such longer period as they may mutually agree in writing) (the “Resolution Period”), attempt in good faith to resolve their differences with respect to the disputed items (or calculations) identified in such notice (the “Disputed Items”), and all other items (and all calculations relating thereto) will be final, binding and conclusive for purposes of this Article II. Any resolution by the Buyer and the Seller during the Resolution Period as to any Disputed Item shall be set forth separately in writing and will be final, binding and conclusive, for each purposes of this Article II. (d) If the Buyer and the Seller do not resolve all Disputed Items by the end of the Newsprint Business and ApacheResolution Period, but as aggregated shall then all Disputed Items remaining in dispute will be referred submitted to (i) PwC, or (ii) if such firm is not willing to as the “Closing Net Working Capital”) and shall be prepared act in accordance with Seller’s past such capacity, to an independent certified public accounting methods, policies, practices and procedures and firm in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets United States of international reputation mutually acceptable to Buyer and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3iii) years) acceptable to both if Buyer and Seller and Purchaser or if Seller and Purchaser are unable to agree as to upon such third party accounting firm within ten (10) days Business Days after the conclusion end of the Negotiation Resolution Period, either then within an additional ten (10) Business Days, Buyer and Seller shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third firm (PwC or, if applicable, the firm selected in accordance with clause (ii) or Purchaser may request that the Chairman third firm selected in accordance with clause (iii), the “Neutral Expert”). The Neutral Expert shall act as an independent expert, and not an arbitrator, to determine only those Disputed Items remaining in dispute, consistent with this Section 2.7. Within forty-five (45) days following the selection and engagement of the American Arbitration Association Neutral Expert, Buyer on the one hand, and Seller on the other hand, shall have the opportunity to submit to the Neutral Expert one (or the nominated representative 1) written statement of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect position related to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustmentDisputed Items. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after Business Days following the later submission to the Neutral Expert of each such statement of position, Buyer on the one hand, and Seller on the other hand, shall have the opportunity and right to submit to the Neutral Expert one (1) written response to the other party’s statement of position. Following the expiration of such ten (10) Business Day response period and the review of written submission of the parties (to the extent timely received), the parties shall request that the Neutral Expert shall make, within ten (10) Business Days thereafter, a final determination (which shall be binding and conclusive for purposes of this Article II) of the appropriate amount of each of the remaining Disputed Items in accordance with the provisions of this Section 2.7, the Accounting Principles (if applicable) and the definitions of “Net Working Capital,” “Net Funded Indebtedness,” “Transaction Related Expenses,” (in each case, to the extent applicable). Subject to the foregoing sentence, the Neutral Expert shall rely on the written submissions of the parties with respect to the matters at issue and shall not undertake an independent investigation, or hold any hearing or other verbal inquiry. Each of the parties shall, concurrently with the delivery of any work papers, documents, information or material to the Neutral Expert, deliver a copy of such items to the other party. The scope of the disputes to be determined by the Neutral Expert shall be limited to those remaining Disputed Items, and the Neutral Expert is not to make any other determination, including as to whether the statement delivered pursuant to Section 2.3(a), the Closing Statement, Target Net Working Capital, Net Working Capital or Net Funded Indebtedness was determined in accordance with GAAP (other than in the case of Net Working Capital or Net Funded Indebtedness, a determination as to whether such items were calculated on a basis consistent with the Accounting Principles and the definition of “Net Funded Indebtedness”), and as to whether the definition or line items (as applicable) of Net Working Capital, Net Funded Indebtedness, Transaction Related Expenses, or the agreed upon dollar amount of the Target Net Working Capital is correct or appropriate. In resolving each Disputed Item, the Neutral Expert shall be bound by the definitions set forth for each item as set forth in this Agreement and the principles set forth in this Section 2.7 and may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party. The parties further agree that the adjustment contemplated by this Section 2.7 is intended to show (i) the end of change between the Negotiation Period Estimated Net Working Capital and the Final Net Working Capital, (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.change

Post-Closing Purchase Price Adjustment. 1.9.1 (a) Within ninety (90) calendar days following after the Closing Date, Seller the Buyer shall prepareprepare and deliver, or cause to be preparedprepared and delivered, and deliver to Purchaser the Seller a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital of the Newsprint Business and of Apache as Buyer’s calculation of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Working Capital together with reasonable supporting detail. The Closing Net Working Capital”) and Capital Statement shall be prepared in accordance a manner consistent with Seller’s past accounting methodsthe Financial Statements, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as format of the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Initial Working Capital Statement may not be amended by Seller after it is delivered to Purchaserand in accordance with the Accounting Policies. 1.9.2 Purchaser shall(b) After receipt of the Closing Working Capital Statement, within the Seller shall have thirty (30) calendar days after to review the delivery Closing Working Capital Statement. During such 30 day period, the Buyer shall (i) provide the Seller reasonable access during normal business hours to the relevant books and records, accountant’s workpapers, personnel and facilities of the Closing Net Working Capital Statement Buyer to it, the extent that the Seller reasonably deems it necessary or appropriate to complete its review of the Closing Net Working Capital reflected on Statement, and (ii) cooperate with the Seller’s reasonable requests with respect to the review of the Closing Net Working Capital Statement, including by providing on a timely basis all information requested by the Seller in reviewing the Closing Working Capital Statement. If Purchaser wishes Unless the Seller delivers a written notice to dispute the Buyer on or prior to the 30th calendar day after the Seller’s receipt of the Closing Net Working Capital Statement specifying in reasonable detail the amount, nature and basis of all disputed items within such Closing Working Capital Statement, the Seller shall be deemed to have accepted and agreed to the Buyer’s calculation of the Closing Working Capital. If the Seller notifies the Buyer in writing of its objection to the calculation of the Closing Working Capital, Purchaser shall notify the Seller and the Buyer shall, within twenty (20) calendar days (or such longer period as the Parties may agree in writing in reasonable detail writing) following receipt of such disagreement and any reason therefore notice (the “Purchaser’s ObjectionResolution Period”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed attempt in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable good faith to resolve all of their disagreements any dispute with respect to the Closing Working Capital Statement and/or Working Capital Adjustment and any written resolution by the Buyer and the Seller as to any disputed amounts shall be final, binding and conclusive. (c) In the event of a dispute with respect the Closing Working Capital Statement and/or the Working Capital Adjustment, the Buyer and the Seller shall attempt to reconcile their differences and any written resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties and their respective Subsidiaries. If the Buyer and the Seller are unable to reach a resolution of such differences during the Resolution Period, the Buyer and the Seller shall submit the amounts agreed upon and the amounts remaining in dispute for determination and resolution to one of PricewaterhouseCoopers or Deloitte & Touche, as mutually selected by the foregoing items Buyer and the Seller (the “Accountant”). If the Buyer and the Seller are unable to agree on the selection of an Accountant, then each Party shall select an independent accounting firm and the independent accounting firm selected by each Party shall mutually select the Accountant. Each Party agrees to execute, if requested by the selected Accountant, a reasonable engagement letter, including customary indemnities. The Parties shall instruct the Accountant to determine and report to the Buyer and the Seller, as promptly as is practicable but in all events within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) calendar days after the conclusion engagement of the Negotiation PeriodAccountant, either Seller or Purchaser may request that upon such disputed amounts (and only with respect to disputed amounts), and such report shall be final, binding and conclusive on the Chairman of Parties with respect to the American Arbitration Association (or amounts disputed without recourse to any dispute resolution procedure hereunder for other claims. The date on which the nominated representative of Closing Working Capital Statement and the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being Working Capital Adjustment are finally determined is referred to as the “CPA Firm”)Determination Date.” The fees, who costs and expenses of the Accountant shall determinebe allocated to and borne by the Buyer, only with respect on the one hand, and the Seller, on the other hand, based on the inverse of the percentage that the Accountant determination (before such allocation) bears to the remaining differences so submitted, whether and to what extent, if any, total amount of the Closing Net Working Capital requires adjustment. The procedure and schedule under which any total items in dispute shall be as originally submitted to the CPA Firm shall Accountant. For example, should the items in dispute total in amount to $1,000 and the Accountant awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Buyer and 40% of the costs would be borne by the Seller. (d) Within five (5) Business Days after the Determination Date, as followsthe case may be: (a) Within ten (10) days after the later of (i) if the end of Closing Working Capital exceeds the Negotiation Period and Initial Closing Working Capital, then the Buyer shall pay to the Seller by wire transfer to one or more accounts designated by the Seller; or, (ii) if the selection of Initial Closing Working Capital exceeds the CPA FirmClosing Working Capital, Purchaser then the Seller shall submit any unresolved elements of the Purchaser’s Objection pay to the CPA Firm Buyer by wire transfer to one or more accounts designated by the Buyer, in writing either case, an amount equal to the Working Capital Adjustment, together with interest thereon at the rate of five (with a copy 5) percent per annum from the Closing Date to Sellerthe date of actual payment (both dates inclusive), supported by any documents and/or affidavits upon which it relies. Failure to timely do so and such payments shall constitute be treated for all purposes as a withdrawal by Purchaser reduction of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response or addition to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relatesPurchase Price. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90i) Not later than one hundred twenty (120) calendar days following after the Closing Date, Seller shall prepareAcquirer will, or will cause to be preparedits independent accounting firm (“Accountants”) to, prepare and deliver to Purchaser the Company a statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Tangible Net Working Capital Worth of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of Date, and the Newsprint Business components and Apachecalculations thereof, including, but as aggregated shall be referred to as not limited to, appropriate reserves for accounts receivable, amounts due from and owing under vendor programs, and inventory (each, an “At Risk Item”) (the “Closing Date Tangible Net Working CapitalWorth”) and shall be prepared ), in each case determined in accordance with Seller’s past accounting methodsthe Accounting Procedures. If during any fiscal quarter, policiesAcquirer collects on or removes the reserve from any At Risk Item such that Acquirer benefits financially from the At Risk Item in excess of such item net of the reserve therefore, practices and procedures and in Acquirer shall promptly pay to the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered Company an amount equal to Purchasersuch excess benefit. 1.9.2 Purchaser shall(ii) If the Company has any objections to the calculation of the Closing Date Tangible Net Worth as set forth on the Statement, the Company will deliver a detailed statement (the “Statement of Objections”) describing the Company’s objections to Acquirer within thirty (30) calendar days after the delivery of the Closing Net Working Capital Statement to it, complete its review Company’s receipt of the Closing Net Working Capital reflected on Statement from Acquirer; provided, however, that if Acquirer makes an adjustment for an At Risk Item, the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser Company shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) calendar days from the Company’s receipt thereof to review and respond deliver a Statement of Objections, notwithstanding whether it has delivered a Statement of Objections in response to Purchaser’s Objectionthe Statement. If Seller the Company fails to notify Acquirer of any such objections within such thirty-calendar-day period, the Statement delivered to the Company will be deemed to be the “Final Statement”. The Company and Purchaser are unable Acquirer will use their reasonable best efforts to resolve all of their disagreements with respect to the determination of the foregoing items any such objections. (iii) If a final resolution is not obtained within thirty (30) calendar days following Seller’s receipt after Acquirer has received the Statement of Purchaser’s Objection Objections, Acquirer and the Company will mutually appoint an accounting firm (such accounting firm, the “Negotiation PeriodAccounting Referee”)) to resolve any remaining objections, they shall refer their remaining differences determined in accordance with the Accounting Procedures. The Accounting Referee will address only items disputed by the parties, and may not assign to any such disputed item a mutually agreeable independent accounting firm of national recognition (other value that is greater than an independent accounting firm utilized the greatest amount for such item that is claimed by a party or less than the smallest amount claimed by a party. Each party will cooperate with the Accounting Referee and provide the Accounting Referee with any of Seller, Apache or Purchaser or any Affiliate of any information requested by it. The decision of the foregoing Accounting Referee will be final and binding on all parties. (iv) Acquirer will revise the Statement as appropriate to reflect the resolution of the Company’s objections (as agreed upon by the Company and Acquirer or as determined by the Accounting Referee) and deliver it to the Company within fifteen (15) calendar days after the past three resolution of such objections. Such revised Statement will be the “Final Statement.” The Tangible Net Worth of the Business set forth on the Final Statement will be the “Final Tangible Net Worth”. (3v) yearsIf Acquirer and the Company fail to select the Accounting Referee as required by Section 1.4(b)(iii) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days Business Days after the conclusion expiration of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any30-calendar day negotiation periods described therein, the Closing Net Working Capital requires adjustment. The procedure Company and schedule under which Acquirer may resolve any dispute shall be submitted to remaining objections set forth in the CPA Firm shall be as follows: (a) Within ten (10) days after the later Statement of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm Objections in writing (accordance with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesSection 9.8. (bvi) Within fifteen (15) days following Purchaser’s submission Except as provided in Section 1.4(b)(vii), Acquirer and the Company shall bear equally the fees and expenses of the unresolved elements Accounting Referee and the fees of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response any arbitrators appointed to the CPA Firm in writing (with a copy to Purchaserresolve disputes under this Section 1.4(b), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (cvii) The CPA Firm Accounting Referee shall deliver its written determination be required by the parties to Purchaser and Seller no later than determine the thirtieth party (30thi.e., Acquirer or the Company) day after the remaining differences underlying Purchaser’s Objection are referred whose asserted position as to the CPA Firmcalculation of Closing Date Tangible Net Worth is furthest from the determination by the Accounting Referee and such party shall be deemed to be the “non-prevailing party.” Notwithstanding the provisions set forth in Section 1.4(b)(vi), if Acquirer is the non-prevailing party and its asserted position was lower by 10% or such longer period more of time the Final Tangible Net Worth as determined by the CPA Firm determines Accounting Referee, Acquirer will pay all of the fees and expenses of the Accounting Referee and any arbitrators appointed to resolve disputes under this Section 1.4(b). Notwithstanding the provisions set forth in Section 1.4(b)(vi), if the Company is necessarythe non-prevailing party and its asserted position was higher by 10% or more of the Final Tangible Net Worth as determined by the Accounting Referee, the Company will pay all of the fees and expenses of the Accounting Referee and any arbitrators appointed to resolve disputes under this Section 1.4(b). (viii) Each party will (A) provide the other party and its representatives with full access during customary business hours to those books, records and employees that are related to the preparation of Closing Date Tangible Net Worth and (B) fully cooperate with all reasonable requests by a party in connection with a party’s review of the Closing Date Tangible Net Worth, the Statement and the Statement of Objections. Acquirer and the Company will make available to the other party and its representatives (including auditors) any back-up materials generated by them to support a position which is contrary to the position taken by the other party.

Post-Closing Purchase Price Adjustment. 1.9.1 (i) Within ninety 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (90the “Statement”) setting forth (A) an unaudited balance sheet of the Business as of the close of Business on the last business day prior to the Closing Date, (B) the Working Capital as of the close of business on the last business day prior to the Closing Date (the “Closing Working Capital”) and (C) the Net Cash Balance of the Business as of the close of business on the last business day prior to the Closing Date (the “Closing Net Cash Balance”). (ii) Parent shall use reasonable best efforts to close out all foreign exchange contracts held by any Target Company or Target Subsidiary prior to the Closing Date. In the event Parent is unable to cause any such contracts to be closed out prior to the Closing Date, on the Closing Date Parent shall deliver to Buyer a list of the foreign exchange contracts held by any Target Company or Target Subsidiary as of the close of business on the business day prior to the Closing Date as part of the treasury activities of Parent and its Subsidiaries (the Table of Contents “FX Contracts”). Buyer and its Subsidiaries shall maintain the FX Contracts for their duration, including paying any notional amounts due or receiving any notional amounts from the counterparty under the FX Contracts and closing out the positions as required pursuant to the terms of the FX Contracts. Within 60 days following the Closing Date, Seller and only after all positions under the FX Contracts are closed, the Buyer shall prepare, or cause to be prepared, and deliver to Purchaser Parent a statement showing all notional amounts paid and received under each of the FX Contracts (including amounts paid or received when the contract is closed) (the “Closing Net Working Capital FX Statement”) which and the aggregate amount of the net gain or loss reflected by such notional amounts paid and received (the “FX Amount”). (iii) During the 30 day period following Parent’s receipt of the Statement, Parent and its accountants shall set forth be permitted to review the Net working papers of Buyer and its accountants relating to the Statement; provided that Parent and its advisors, including its accountants, shall have executed all release letters reasonably requested by Buyer’s accountants in connection therewith. During the 30 day period following Parent’s receipt of the FX Statement, Parent shall be permitted to review the books and records of Buyer and its Subsidiaries relating to the FX Statement. The Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to Parent, unless Parent gives written notice of its disagreement with the Statement (the “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall be signed by Parent and shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on the Closing Working Capital of or Closing Net Cash Balance not being calculated in accordance with this Section 2(g) and (C) specify what Parent reasonably believes is the Newsprint Business and of Apache as correct amount of the Closing Time Working Capital and Closing Net Cash Balance based on the disagreements set forth in the Notice of Disagreement, including a reasonably detailed description of the adjustments applied to the Statement in calculating such amount. The FX Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to Parent, unless Parent gives written notice of its disagreement with the FX Statement (which the “FX Notice of Disagreement”) to Buyer prior to such date. Any FX Notice of Disagreement shall be signed by Parent and shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on the FX Amount being incorrectly calculated and (C) specify what Parent reasonably believes is the correct FX Amount based on the disagreements set forth separately for each in the FX Notice of Disagreement, including a reasonably detailed description of the Newsprint Business adjustments applied to the FX Statement in calculating such amount. If the Notice of Disagreement or the FX Notice of Disagreement, as applicable, is received in a timely manner, then the Statement or the FX Statement, as applicable (as revised in accordance with this sentence), shall become final and Apachebinding upon Buyer and Parent on the earlier of (A) the date Buyer and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or the FX Notice of Disagreement, but as aggregated applicable, or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30 day periods following Table of Contents the delivery of the Notice of Disagreement and the FX Notice of Disagreement, Buyer and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement or the FX Notice of Disagreement, as applicable. During the 30 day period following delivery of the Notice of Disagreement, Buyer and its accountants shall have access to the working papers of Parent prepared in connection with the Notice of Disagreement; provided that Buyer and its advisors, including its accountants, shall have executed all release letters reasonably requested by Parent’s accountants in connection therewith. At the end of such 30 day periods, Buyer and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for resolution any matters that remain in dispute and which were properly included in the Notice of Disagreement and the FX Notice of Disagreement, in the form of a written brief. The Accounting Firm shall be KPMG or, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed upon by Parent and Buyer in writing. Buyer and Parent shall jointly instruct the Accounting Firm that it (i) shall review only the matters that were properly included in the Notice of Disagreement and the FX Notice of Disagreement and which remain unresolved, (ii) shall make its determination in accordance with the requirements of this Section 2(g) and (iii) shall render its decision within 30 days from the submission of such matters. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Accounting Firm incurred pursuant to this Section 2(g) shall be borne 50% by Parent and 50% by Buyer. The fees, costs and expenses of Parent incurred in connection with its review of the Statement, its preparation and certification of any Notice of Disagreement, its review of the FX Statement, its preparation and certification of any FX Notice of Disagreement and its preparation of any written brief submitted to the Accounting Firm shall be borne by Parent, and the fees, costs and expenses of Buyer incurred in connection with its preparation of the FX Statement, its review of any FX Notice of Disagreement, its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written brief submitted to the Accounting Firm shall be borne by Buyer. (iv) The Preliminary Purchase Price shall be adjusted as follows: (A) if the Closing Working Capital exceeds the Maximum Working Capital Amount, the Preliminary Purchase Price shall be increased by the sum of (I) the amount by which the Closing Working Capital exceeds the Maximum Working Capital Amount minus (II) the Positive Initial Adjustment (if any) plus (III) the Negative Initial Adjustment (if any), or decreased by the absolute value of such sum if such sum is a negative amount, Table of Contents (B) if the Closing Working Capital is less than the Minimum Working Capital Amount, the Preliminary Purchase Price shall be decreased by the sum of (I) the amount by which the Minimum Working Capital Amount exceeds the Closing Working Capital minus (II) the Negative Initial Adjustment (if any) plus (III) the Positive Initial Adjustment (if any), or increased by the absolute value of such sum if such sum is a negative amount, (C) if the Closing Working Capital is between the Minimum Working Capital Amount and the Maximum Working Capital Amount, the Preliminary Purchase Price shall be increased by the amount of the Negative Initial Adjustment (if any) or decreased by the amount of the Positive Adjustment (if any), (D) if the Closing Net Cash Balance exceeds the Estimated Closing Net Cash Balance, the Preliminary Purchase Price shall be increased by such excess, (E) if the Estimated Closing Net Cash Balance exceeds the Closing Net Cash Balance, the Preliminary Purchase Price shall be decreased by such excess, and (F) the Preliminary Purchase Price shall be increased by the FX Amount if a net gain or decreased by the FX Amount if a net loss, (the Preliminary Purchase Price as so adjusted shall hereinafter be referred to as the “Purchase Price”). If the Preliminary Purchase Price is less than the Purchase Price, Buyer shall, and if the Preliminary Purchase Price is more than the Purchase Price, Parent shall, within 10 business days after the Statement becomes final and binding on the Parties, make payment by wire transfer of immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from (and including) the Closing Net Working Capital”Date through (but not including) the date of payment. The difference between the Purchase Price and the Preliminary Purchase Price shall be prepared allocated among the Target Shares and the Acquired Assets in accordance with Seller’s past accounting methods, policies, practices and procedures and the Allocation (set forth in Section 9(l) below) if the same manner, with consistent classification and estimation methodology, as Allocation is completed at the Financial Statements were prepared, except that time such difference is paid. If the Excluded Assets purchase price adjustment contemplated by this Section 2(g) has to be paid by Buyer and the Newsprint Retained Obligations Allocation is not completed at the time such purchase price adjustment is paid, the difference between the Purchase Price and the Preliminary Purchase Price shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller paid in writing in reasonable detail of such disagreement amounts and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to accounts as the “CPA Firm”), who Sellers shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relatesdirect. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90a) No later than 60 days following after the Closing Date, Seller shall prepare, or cause to be prepared, Buyer may prepare and deliver to Purchaser Seller a written statement (the “Closing Net Working Capital Statement”) which shall set setting forth the Net Working Capital of the Newsprint Business and of Apache as Buyer’s good faith determination of the Closing Time (which shall be set forth separately for each Adjustment Amount, together with reasonable supporting calculations and documents used in the preparation of the Newsprint Business and ApacheClosing Statement, but as aggregated shall be referred to as the “Closing Net Working Capital”) and which shall be prepared in accordance a manner consistent in all respects with the Sample Closing Statement; provided that, if Buyer does not deliver the Closing Statement within such 60-day period, then, without limiting Seller’s past accounting methodsremedies hereunder (including under Section 2.04(b)), policies, practices the Estimated Closing Statement shall be deemed to be the Closing Statement. Buyer shall provide Seller and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets its Representatives reasonable access during normal business hours to Buyer’s and the Newsprint Retained Obligations shall Acquired Companies’ Representatives and to Buyer’s and the Acquired Companies’ books and records as may be excluded. The Closing Net Working Capital Statement may not be amended reasonably requested by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery for purposes of the Closing Net Working Capital Statement to it, complete its Seller’s and such Representatives’ review of the Closing Net Working Capital reflected Statement. (b) The Closing Statement and all items set forth therein shall become final and binding on the Parties on (i) the day immediately after the expiration of a 30-day period after Seller’s receipt thereof or (ii) in the event that Buyer does not deliver the Closing Statement within the 60- day period specified in Section 2.04(a), ten days after the expiration of such 60-day period (the “Final Settlement Date”), unless Seller delivers written notice to Buyer disputing any item set forth on the Closing Net Working Capital Statement on or before the Final Settlement Date (such notice, a “Dispute Statement,” and each such item, a “Disputed Item”). If Purchaser wishes Seller delivers a Dispute Statement pursuant to dispute and in accordance with this Section 2.04(b), then Buyer and Seller shall negotiate in good faith a resolution of all Disputed Items during the 30 days following the date of delivery of the Dispute Statement, and the Final Settlement Date shall instead be the earlier of (A) the date on which the Parties agree in writing to a resolution with respect to all Disputed Items and (B) the date on which the Independent Accountant issues its final determination pursuant to and in accordance with this Section 2.04(b). Promptly following the expiration of such 30-day period, and in any event no later than five Business Days thereafter, Buyer or Seller may submit the remaining Disputed Items to an internationally recognized firm of independent certified public accountants to be appointed by mutual agreement of Buyer and Seller (the “Independent Accountant”) within such five-Business Day period (or, in the absence of agreement between Seller and Buyer by 6:00 p.m. New York local time on such fifth Business Day, as selected by the New York, New York office of the American Arbitration Association). Buyer and Seller shall instruct the Independent Accountant to (1) act as an expert in accounting and not an arbitrator, (2) render a determination of all remaining Disputed Items, which shall (x) include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions and (y) absent manifest error, be final and binding on the Parties and (3) (c) If the Closing Net Working CapitalAdjustment Amount exceeds the Estimated Adjustment Amount, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be madethen, on or before the last day of such thirty (30) day periodsecond Business Day after the Final Settlement Date, which Purchaser’s Objection may not be amended by Purchaser after it is delivered Buyer shall deliver to Seller an aggregate amount in cash equal to the excess amount plus the Estimated Adjustment Shortfall Amount by wire transfer of immediately available funds in U.S. Dollars to such account(s) specified by Seller to Buyer in writing. If the Estimated Adjustment Amount exceeds the Closing Adjustment Amount by an amount less than the Estimated Adjustment Shortfall Amount, then, on or before the second Business Day after the Final Settlement Date, Buyer shall deliver to Seller an aggregate amount in cash equal to difference between the excess amount and the Estimated Adjustment Shortfall Amount by wire transfer of immediately available funds in U.S. Dollars to such account(s) specified by Seller to Buyer in writing. If the Estimated Adjustment Amount exceeds the Closing Adjustment Amount by an amount greater than the Estimated Adjustment Shortfall Amount, then on or before the second Business Day after the Final Settlement Date, Seller and Buyer shall jointly instruct the Escrow Agent, in accordance with the terms of the Escrow Agreement, to disburse to Buyer out of the Adjustment Escrow Account an aggregate amount in cash equal to the difference between the excess amount and the Estimated Adjustment Shortfall Amount (except not to withdraw exceed the Adjustment Escrow Amount) by wire transfer of immediately available funds in U.S. Dollars to such account(s) specified by Buyer to the Escrow Agent in writing. If the amount payable to Buyer pursuant to this Section 2.04(c) exceeds the Adjustment Escrow Amount, then, on or before the second Business Day after the Final Settlement Date, Seller shall deliver to Buyer an aggregate amount in cash equal to such excess by wire transfer of immediately available funds in U.S. Dollars to such account(s) specified by Buyer to Seller in writing. If Buyer does not timely receive all amounts payable to Buyer pursuant to this Section 2.04(c), Buyer in its discretion may elect to deduct such amounts from any remaining portion of the Specified Claim Escrow Amount or General Claims Escrow Amount (and, if such Purchaser’s Objectionelection is made, the Parties shall jointly instruct the Escrow Agent, in accordance with the terms of the Escrow Agreement, to disburse such amount to Buyer). Any items on If any funds remain in the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days Adjustment Escrow Account after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later earliest of (i) the end disbursement by the Escrow Agent of the Negotiation Period and any funds to Buyer as required under this Section 2.04(c), (ii) payment by Buyer of any amounts as required under this Section 2.04(c) and (iii) the selection third Business Day after the Final Settlement Date if the Closing Adjustment Amount equals the Estimated Adjustment Amount, Seller and Buyer shall jointly instruct the Escrow Agent, in accordance with the terms of the CPA FirmEscrow Agreement, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.to