Common use of Adjustment Calculations Clause in Contracts

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital). If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser will prepare and deliver to the Sellers the balance sheet of the Company prepared as of the Effective Time, which shall be reflected on a statement (the “Closing Date Balance Sheet”) that sets forth the Closing Date Net Working Capital, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), and showing the recalculation, if any, of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Date Balance Sheet the Required Sellers notify Purchaser in writing of the Required Sellers’ objection to the Closing Date Balance Sheet, which notice shall set forth the Required Sellers’ proposed Closing Date Balance Sheet (the “Objection Notice”). If the Required Sellers timely provide an Objection Notice, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any such dispute cannot be resolved by Purchaser and the Required Sellers within 30 days after the delivery of the Objection Notice, the dispute shall be referred to the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on each Party, including all of the Sellers. The fees and expenses of the Accounting Firm shall be split equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firm.

Adjustment Calculations. The Estimated Net Working Capital Closing Indebtedness and Closing Date Net Working Capital Expenses will be calculated as follows: (i) The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date an estimated balance sheet calculation of the Company prepared amount of Closing Indebtedness and Closing Expenses as of the Effective Time, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet calculations as initially delivered shall be used for purposes of this Section 2.3(b)(i2.4(b)(i)) (the “Preliminary Balance SheetAdjustment Calculation”) that sets forth a good faith estimate estimates of the Closing Date Net Working Capital (including Indebtedness and Closing Expenses and the effect of the Pre-Closing Distributionresulting adjustment calculated in accordance with Section 2.4(a) (the “Estimated Net Working CapitalAdjustment”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital). If the Estimated Net Working Capital is less than the Target, the The Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such differenceAdjustment. (ii) Within 120 days after the Closing Date, Purchaser will prepare and deliver to the Sellers its calculation (the balance sheet “Closing Adjustment Calculation”) of the Company prepared Closing Indebtedness and Closing Expenses as of the Effective Time, which shall be reflected on a statement (the “Closing Date Balance Sheet”) that sets forth the Closing Date Net Working Capital, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), Time and showing the recalculation, if any, of adjustments reflected on the Preliminary Balance SheetAdjustment Calculation, in each case calculated in accordance with Section 2.4(a). The Sellers shall have 60 days to review the Closing Date Balance SheetAdjustment Calculation. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance SheetAdjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Date Balance Sheet Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection to the Closing Date Balance SheetAdjustment Calculation, which notice shall set forth the Required Sellers’ proposed Closing Date Balance Sheet Adjustment Calculation (the “Adjustment Objection Notice”). If the Required Sellers timely provide an Adjustment Objection Notice, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any such dispute cannot be resolved by Purchaser and the Required Sellers within 30 days after the delivery of the Adjustment Objection Notice, the dispute shall be referred to the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of the Closing Date Balance Sheet Adjustment Calculation to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet Adjustment Calculation and Purchaser’s determination of the Closing Date Balance SheetAdjustment Calculation. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firm. The determination of the Accounting Firm shall be final and binding on each Party, including all of the Sellers. The fees and expenses of the Accounting Firm shall be split equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b2.4(b) for resolving disputes with respect to the Closing Date Balance Sheet Adjustment Calculation shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firm.

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated balance sheet Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Cash Portion of the Company prepared as Base Purchase Price on the basis of the Effective Timethen most recently available financial statements of the Publications, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) the Publications (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is by Sellers in accordance with the definition of Closing Date Net Working Capital)Sellers Accounting Practices. If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(bWithin ninety (90) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser Sellers will prepare and deliver to the Sellers the an adjusted balance sheet of for the Company prepared as of the Effective Time, which shall be reflected on a statement Publications (the “Closing Date Balance Sheet”) that sets forth as of the close of business on the Closing Date Net Working CapitalDate, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with reflecting the preparation and calculation of the example set forth adjustments provided in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet the Required Sellers notify Purchaser in writing and Buyer’s confirmation of the Required Sellers’ objection calculations thereof. Sellers and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within one-hundred fifty (150) days after the Closing Date Balance SheetDate, which notice final adjustments pursuant to this Section 1.6 and any required refund or payment shall set forth be made on the Required Sellers’ proposed basis of the Closing Date Balance Sheet (the “Objection NoticeAdjustment Payment Date”). If , provided that if any amounts are in dispute, the Required Sellers timely provide an Objection Notice, Purchaser Adjustment Payment Date for the disputed amounts shall promptly meet with Representatives of be the Required Sellers and attempt in good faith date payment is required to reach a resolution of such disagreementbe made as required below. If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to agree to the Closing Date Balance Sheet and to have waived all further right to dispute the information contained therein and its use in applying the provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Closing Date Balance Sheet within the forty-five (45) day period of receiving the Closing Date Balance Sheet, and if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 thirty (30) days after the delivery of the Objection Noticethereafter, the such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by any of the Accounting Firmparties herein for the two (2) years preceding the Closing Date. The Required SellersIf Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, on the one hand, then Buyer and Purchaser, on the other hand, Sellers shall each select an independent public accounting firm which firms shall submit its select and engage an independent public accounting firm to perform and prepare a written determination of the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in adjustments or dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firmparties. The determination of the Accounting Firm such independent accounting firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within ten (10) days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, by M▇▇▇▇▇ Publishing and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting FirmBuyer.

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated balance sheet Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis of the Company prepared as then most recently available financial statements of the Effective TimeNewspaper, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) the Newspaper (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital)by Sellers. If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 90 days after the Closing Date, Purchaser Sellers will prepare and deliver to the Sellers the an adjusted balance sheet of for the Company prepared as of the Effective Time, which shall be reflected on a statement Newspaper (the “Closing Date Balance Sheet”) that sets forth as of the close of business on the Closing Date Net Working CapitalDate, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with reflecting the preparation and calculation of the example set forth adjustments provided in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and the Required calculation thereof. Sellers notify Purchaser in writing and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within 120 days after the Closing Date, final adjustments pursuant to this Section 1.6 and any required refund or payment shall be made on the basis of the Required Sellers’ objection to the Closing Date Balance Sheet, which notice shall set forth the Required Sellers’ proposed Closing Date Balance Sheet (the “Objection Notice”Adjustment Payment Date,” provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below). If any dispute arises over the Required Sellers timely provide an Objection Noticeamount to be refunded or paid, Purchaser such refund or payment shall nonetheless be promptly meet with Representatives of made to the Required Sellers and attempt extent such amount is not in good faith to reach a resolution of such disagreementdispute. If any Buyer does not notify Sellers within 75 days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to agree to the Closing Date Balance Sheet and to have waived all further right to dispute the information contained therein and its use in applying the provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Closing Date Balance Sheet within 75 days of receiving it, and if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 days after the delivery of the Objection Noticethereafter, the dispute it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of two years preceding the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting FirmDate. The determination of the Accounting Firm such firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firmby each party.

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated balance sheet Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Cash Portion of the Company prepared as Base Purchase Price on the basis of the Effective Timethen most recently available financial statements of the Publications, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) the Publications (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is by Sellers in accordance with the definition of Closing Date Net Working Capital)Sellers Accounting Practices. If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(bWithin ninety (90) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser Sellers will prepare and deliver to the Sellers the an adjusted balance sheet of for the Company prepared as of the Effective Time, which shall be reflected on a statement Publications (the “Closing Date Balance Sheet”) that sets forth as of the close of business on the Closing Date Net Working CapitalDate, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with reflecting the preparation and calculation of the example set forth adjustments provided in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet the Required Sellers notify Purchaser in writing and Buyer’s confirmation of the Required Sellers’ objection calculations thereof. Sellers and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within one-hundred fifty (150) days after the Closing Date Balance SheetDate, which notice final adjustments pursuant to this Section 1.6 and any required refund or payment shall set forth be made on the Required Sellers’ proposed basis of the Closing Date Balance Sheet (the “Objection NoticeAdjustment Payment Date”). If , provided that if any amounts are in dispute, the Required Sellers timely provide an Objection Notice, Purchaser Adjustment Payment Date for the disputed amounts shall promptly meet with Representatives of be the Required Sellers and attempt in good faith date payment is required to reach a resolution of such disagreementbe made as required below. If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to agree to the Closing Date Balance Sheet and to have waived all further right to dispute the information contained therein and its use in applying the provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Closing Date Balance Sheet within the forty-five (45) day period of receiving the Closing Date Balance Sheet, and if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 thirty (30) days after the delivery of the Objection Noticethereafter, the such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by any of the Accounting Firmparties herein for the two (2) years preceding the Closing Date. The Required SellersIf Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, on the one hand, then Buyer and Purchaser, on the other hand, Sellers shall each select an independent public accounting firm which firms shall submit its select and engage an independent public accounting firm to perform and prepare a written determination of the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in adjustments or dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firmparties. The determination of the Accounting Firm such independent accounting firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within ten (10) days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, by ▇▇▇▇▇▇ Publishing and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting FirmBuyer.

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated balance sheet Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis of the Company prepared as then most recently available financial statements of the Effective TimeNewspapers, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) each Newspaper (each a “Preliminary Balance Sheet” and together, the “Preliminary Balance SheetSheets”) that sets forth prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for each Newspaper (each a good faith estimate “Closing Date Balance Sheet” and together, the “Closing Date Balance Sheets”) as of the close of business on the Closing Date, reflecting the adjustments provided in this Section 1.6 and showing the recalculation of adjustments reflected on the Preliminary Balance Sheets, along with back-up materials necessary for Buyer’s understanding of the Closing Date Net Working Capital (including Balance Sheets and the effect calculation thereof. Sellers and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as Sellers necessary to review such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital)calculations. If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser will prepare final adjustments pursuant to this Section 1.6 and deliver to the Sellers the balance sheet of the Company prepared as of the Effective Time, which any required refund or payment shall be reflected on a statement (the “Closing Date Balance Sheet”) that sets forth the Closing Date Net Working Capital, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), and showing the recalculation, if any, of adjustments reflected made on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt basis of the Closing Date Balance Sheet Sheets (the Required “Adjustment Payment Date,” provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below). If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers notify Purchaser in writing within 30 days of receiving the Required Sellers’ objection Closing Date Balance Sheets that Buyer disputes the information contained therein, then, Buyer shall be deemed to agree to the Closing Date Balance Sheet, which notice shall set forth Sheets and to have waived all further right to dispute the Required Sellers’ proposed information contained therein and its use in applying the provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Closing Date Balance Sheet (the “Objection Notice”). If the Required Sellers timely provide an Objection NoticeSheets within 30 days of receiving it, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to reach a resolution of such disagreement. If any if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 days after the delivery of the Objection Noticethereafter, the dispute it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of two years preceding the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting FirmDate. The determination of the Accounting Firm such firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firmby each party.

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated balance sheet Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Purchase Price on the basis of the Company prepared as then most recently available financial statements of the Effective TimePublications, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) the Publications (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is by Sellers in accordance with the definition of Closing Date Net Working Capital)05799 Asset Purchase AgreementMorris Publishing Group 11 Sellers Accounting Practices. If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(bWithin ninety (90) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 days after the Closing Date, Purchaser Sellers will prepare and deliver to the Sellers the an adjusted balance sheet of for the Company prepared as of the Effective Time, which shall be reflected on a statement Publications (the “Closing Date Balance Sheet”) that sets forth as of the close of business on the Closing Date Net Working CapitalDate, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with reflecting the preparation and calculation of the example set forth adjustments provided in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet the Required Sellers notify Purchaser in writing and Buyer’s confirmation of the Required Sellers’ objection calculations thereof. Sellers and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within one-hundred fifty (150) days after the Closing Date Balance SheetDate, which notice final adjustments pursuant to this Section 1.6 and any required refund or payment shall set forth be made on the Required Sellers’ proposed basis of the Closing Date Balance Sheet (the “Objection NoticeAdjustment Payment Date”). If , provided that if any amounts are in dispute, the Required Sellers timely provide an Objection Notice, Purchaser Adjustment Payment Date for the disputed amounts shall promptly meet with Representatives of be the Required Sellers and attempt in good faith date payment is required to reach a resolution of such disagreementbe made as required below. If any dispute arises over the amount to be refunded or paid, such refund or payment shall nonetheless be promptly made to the extent such amount is not in dispute. If Buyer does not notify Sellers within forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to agree to the Closing Date Balance Sheet and to have waived all further right to dispute the information contained therein and its use in applying the provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Closing Date Balance Sheet within the forty-five (45) day period of receiving the Closing Date Balance Sheet, and if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 thirty (30) days after the delivery of the Objection Noticethereafter, the such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by any of the Accounting Firmparties herein for the two (2) years preceding the Closing Date. The Required SellersIf Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, on the one hand, then Buyer and Purchaser, on the other hand, Sellers shall each select an independent public accounting firm which firms shall submit its select and engage an independent public accounting firm to perform and prepare a written determination of the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in adjustments or dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting Firmparties. The determination of the Accounting Firm such independent accounting firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith 05799 Asset Purchase AgreementMorris Publishing Group 12 shall be made in immediately available funds within ten (10) days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, by ▇▇▇▇▇▇ Publishing and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting FirmBuyer.

Adjustment Calculations. The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: Three (i3) The Company and the Sellers shall deliver to Purchaser not less than two Business Days business days prior to the anticipated Closing Date an estimated balance sheet Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis of the Company prepared as then most recently available financial statements of the Effective TimeNewspaper, which shall be reflected on a preliminary statement consented to by Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that if such consent has been withheld and no agreement between the Sellers and Purchaser can be reached after good faith negotiations during such period, the estimated balance sheet as initially delivered shall be used for purposes of this Section 2.3(b)(i)) the Newspaper (the “Preliminary Balance Sheet”) that sets forth a good faith estimate of the Closing Date Net Working Capital (including the effect of the Pre-Closing Distribution) (the “Estimated Net Working Capital”), which Preliminary Balance Sheet and Estimated Net Working Capital shall be prepared and calculated on a basis consistent with the preparation and calculation of the example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital)by Sellers. If the Estimated Net Working Capital is less than the Target, the Initial Purchase Price payable at the Closing as provided in Section 2.1(b) shall be reduced by 73.1% of the amount of such difference. If the Estimated Net Working Capital is greater than the Target, the Initial Purchase Price payable at Closing as provided in Section 2.1(b) shall be increased by 73.1% of the amount of such difference. (ii) Within 120 90 days after the Closing Date, Purchaser Sellers will prepare and deliver to the Sellers the an adjusted balance sheet of for the Company prepared as of the Effective Time, which shall be reflected on a statement Newspaper (the “Closing Date Balance Sheet”) that sets forth as of the close of business on the Closing Date Net Working CapitalDate, which Closing Date Balance Sheet and Closing Date Net Working Capital shall be prepared and calculated on a basis consistent with reflecting the preparation and calculation of the example set forth adjustments provided in Exhibit C (so long as such preparation and calculation is in accordance with the definition of Closing Date Net Working Capital), this Section 1.6 and showing the recalculation, if any, recalculation of adjustments reflected on the Preliminary Balance Sheet. The Sellers shall have 60 days to review the Closing Date Balance Sheet. The Sellers shall be deemed to have accepted the determination set forth in the Closing Date Balance Sheet, which shall be final and binding on all Parties, unless within 60 days after receipt along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and the Required calculation thereof. Sellers notify Purchaser in writing and their accountants will provide Buyer’s accountants with reasonable access to the books, records and working papers of Sellers necessary to review such calculations. Within 120 days after the Closing Date, final adjustments pursuant to this Section 1.6 and any required refund or payment shall be made on the basis of the Required Sellers’ objection to the Closing Date Balance Sheet, which notice shall set forth the Required Sellers’ proposed Closing Date Balance Sheet (the “Objection Notice”Adjustment Payment Date,” provided that if any amounts are in dispute, the Adjustment Payment Date for the disputed amounts shall be the date payment is required to be made as required below). If any dispute arises over the Required Sellers timely provide an Objection Noticeamount to be refunded or paid, Purchaser such refund or payment shall nonetheless be promptly meet with Representatives of made to the Required Sellers and attempt extent such amount is not in good faith to reach a resolution of such disagreementdispute. If any Buyer does not notify Sellers within 30 days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer shall be deemed to agree to the Closing Date Balance Sheet and to have waived all further right to dispute the information contained therein and its use in applying the provisions of this Agreement. If Buyer does notify Sellers of a dispute regarding the Closing Date Balance Sheet within 30 days of receiving it, and if such dispute cannot be resolved by Purchaser and the Required Sellers parties within 30 days after the delivery of the Objection Noticethereafter, the dispute it shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall submit its determination of two years preceding the Closing Date Balance Sheet to the Accounting Firm and all work papers and back-up materials relating thereto requested by the Accounting Firm. The Accounting Firm shall be authorized to resolve only those items in dispute within the range of the difference between the Required Sellers’ determination of the Closing Date Balance Sheet and Purchaser’s determination of the Closing Date Balance Sheet. The Parties shall cause the Accounting Firm to make a determination within 30 days after submission of the dispute to the Accounting FirmDate. The determination of the Accounting Firm such firm shall be final conclusive and binding on each Party, including all party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of the Sellerssuch determination. The fees and expenses of the Accounting Firm such firm shall be split shared equally between Purchaser, on the one hand, and the Sellers in accordance with their Pro Rata Shares, on the other hand. Purchaser and the Sellers agree that the procedure set forth in this Section 2.3(b) for resolving disputes with respect to the Closing Date Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided, that this provision shall not prohibit Purchaser or the Sellers from instituting litigation to enforce the determination of the Accounting Firmby each party.