Common use of Transaction Expenses Adjustment Clause in Contracts

Transaction Expenses Adjustment. (i) On or prior to September 13, 2013, New News Corporation shall prepare and deliver, or cause to be prepared and delivered, to Remainco a statement reflecting the amount of Transaction Expenses incurred as of that date and that would reasonably be expected to be incurred as of December 31, 2013 (the “Transaction Expenses Amount”), including supporting invoices and calculations relating to such Transaction Expenses (the “Transaction Expenses Statement”). (ii) Remainco shall have three (3) Business Days following receipt of the Transaction Expenses Statement to review such statement and to notify New News Corporation, in writing, if Remainco disputes any of the amounts set forth on the Transaction Expenses Statement (the “Transaction Expenses Dispute Notice”), specifying the reasons therefor in reasonable detail. (iii) Subject to the terms set forth in Section 6.7, in connection with Remainco’s review of the Transaction Expenses Statement, Remainco and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by New News Corporation or its representatives in connection with its preparation of the Transaction Expenses Statement and any other information that Remainco or its representatives reasonably requests, and New News Corporation shall cooperate with Remainco and its representatives in connection therewith. (iv) In the event that Remainco shall deliver a Transaction Expenses Dispute Notice to New News Corporation, Remainco and New News Corporation shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Transaction Expenses Amount shall be made in accordance with the written agreement of Remainco and New News Corporation. Subject to the terms set forth in Section 6.7, in connection with New News Corporation’s review of the Transaction Expenses Dispute Notice, New News Corporation and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Remainco or its representatives in connection with Remainco’s preparation of the Transaction Expenses Dispute Notice and any other information that New News Corporation or its representatives reasonably requests, and Remainco shall cooperate with New News Corporation and its representatives in connection therewith. If Remainco and New News Corporation are unable to resolve any such dispute within two (2) Business Days (or such longer period as Remainco and New News Corporation shall mutually agree in writing) of Remainco’s delivery of such Transaction Expenses Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and the final determination of such Independent Accounting Firm with regard to the matters referenced in the Transaction Expenses Dispute Notice shall be final and binding on the Parties as from the date rendered. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.03 shall be shared equally by Remainco and New News Corporation. The Independent Accounting Firm shall be instructed to complete the performance of its services as promptly as practicable, but in any event, no later than September 26, 2013. The Preliminary Cash Amount, (i) if no Transaction Expenses Dispute Notice has been timely delivered by Remainco in accordance with Section 2.03(b)(ii), as originally submitted by Remainco, or (ii) if a Transaction Expenses Dispute Notice has been timely delivered by Remainco, as adjusted pursuant to the resolution of such dispute in accordance with this Section 2.03(b), shall be deemed to be the “Final Transaction Expenses Amount.”