Common use of Adjustment Calculations Clause in Contracts

Adjustment Calculations. Three (3) business days prior to the Closing 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 then most recently available financial statements of the Newspaper, which shall be reflected on a preliminary balance sheet for the Newspaper (the “Preliminary Balance Sheet”) prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper (the “Closing Date Balance Sheet”) 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 Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and the calculation 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 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 Closing Date Balance Sheet (the “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 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 the parties within 30 days thereafter, 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 two years preceding the Closing Date. The determination of such firm shall be conclusive and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of such determination. The fees of such firm shall be shared equally by each party.

Adjustment Calculations. Three (3) business days prior to the Closing Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Cash Portion of the Base Purchase Price on the basis of the then most recently available financial statements of the NewspaperPublications, which shall be reflected on a preliminary balance sheet for the Newspaper Publications (the “Preliminary Balance Sheet”) prepared by SellersSellers in accordance with Sellers Accounting Practices. Within 90 ninety (90) days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper Publications (the “Closing Date Balance Sheet”) 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 Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and Buyer’s confirmation of the calculation 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 120 one-hundred fifty (150) 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 Closing Date Balance Sheet (the “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 within 75 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 75 days the forty-five (45) day period of receiving itthe Closing Date Balance Sheet, and if such dispute cannot be resolved by the parties within 30 thirty (30) days thereafter, it such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party any of the parties herein for the two (2) years preceding the Closing Date. If Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, then Buyer and Sellers shall each select an independent public accounting firm which firms shall select and engage an independent public accounting firm to perform and prepare a written determination of the adjustments or dispute between the parties. The determination of such independent accounting firm shall be conclusive and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 ten (10) days of such determination. The fees of such firm shall be shared equally by each partyMxxxxx Publishing and Buyer.

Adjustment Calculations. Three (3) business days prior to the Closing Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Cash Portion of the Base Purchase Price on the basis of the then most recently available financial statements of the NewspaperPublications, which shall be reflected on a preliminary balance sheet for the Newspaper Publications (the “Preliminary Balance Sheet”) prepared by SellersSellers in accordance with Sellers Accounting Practices. Within 90 ninety (90) days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper Publications (the “Closing Date Balance Sheet”) 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 Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and Buyer’s confirmation of the calculation 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 120 one-hundred fifty (150) 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 Closing Date Balance Sheet (the “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 within 75 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 75 days the forty-five (45) day period of receiving itthe Closing Date Balance Sheet, and if such dispute cannot be resolved by the parties within 30 thirty (30) days thereafter, it such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party any of the parties herein for the two (2) years preceding the Closing Date. If Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, then Buyer and Sellers shall each select an independent public accounting firm which firms shall select and engage an independent public accounting firm to perform and prepare a written determination of the adjustments or dispute between the parties. The determination of such independent accounting firm shall be conclusive and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 ten (10) days of such determination. The fees of such firm shall be shared equally by each partyXxxxxx Publishing and Buyer.

Adjustment Calculations. Three (3) business days prior to the Closing 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 then most recently available financial statements of the NewspaperPublications, which shall be reflected on a preliminary balance sheet for the Newspaper Publications (the “Preliminary Balance Sheet”) prepared by SellersSellers in accordance with 05799 Asset Purchase AgreementMorris Publishing Group 11 Sellers Accounting Practices. Within 90 ninety (90) days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper Publications (the “Closing Date Balance Sheet”) 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 Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and Buyer’s confirmation of the calculation 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 120 one-hundred fifty (150) 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 Closing Date Balance Sheet (the “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 within 75 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 75 days the forty-five (45) day period of receiving itthe Closing Date Balance Sheet, and if such dispute cannot be resolved by the parties within 30 thirty (30) days thereafter, it such dispute shall be referred to a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party any of the parties herein for the two (2) years preceding the Closing Date. If Buyer and Sellers cannot agree upon an independent public accounting firm to perform the valuation of the Acquired Assets, then Buyer and Sellers shall each select an independent public accounting firm which firms shall select and engage an independent public accounting firm to perform and prepare a written determination of the adjustments or dispute between the parties. The determination of such independent accounting firm shall be conclusive and binding on each 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 10 ten (10) days of such determination. The fees of such firm shall be shared equally by each partyXxxxxx Publishing and Buyer.

Adjustment Calculations. Three (3) business days prior to the Closing 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 then most recently available financial statements of the NewspaperNewspapers, which shall be reflected on a preliminary balance sheet for the each Newspaper (each a “Preliminary Balance Sheet” and together, the “Preliminary Balance SheetSheets”) prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for the each Newspaper (each a “Closing Date Balance Sheet” and together, the “Closing Date Balance SheetSheets”) 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 SheetSheets, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet Sheets and the calculation 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 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 Closing Date Balance Sheet Sheets (the “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 within 75 30 days of receiving the Closing Date Balance Sheet Sheets that Buyer disputes the information contained therein, then then, Buyer shall be deemed to agree to the Closing Date Balance Sheet Sheets 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 Sheets within 75 30 days of receiving it, and if such dispute cannot be resolved by the parties within 30 days thereafter, 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 two years preceding the Closing Date. The determination of such firm shall be conclusive and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of such determination. The fees of such firm shall be shared equally by each party.

Adjustment Calculations. Three The Closing Indebtedness and Closing Expenses will be calculated as follows: (3i) business days The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis Date an estimated calculation of the then most recently available financial statements amount of Closing Indebtedness and Closing Expenses as of the NewspaperEffective Time, which shall be reflected on a preliminary balance sheet 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 calculations as initially delivered shall be used for the Newspaper purposes of this Section 2.4(b)(i)) (the “Preliminary Balance SheetAdjustment Calculation”) prepared by Sellers. Within 90 days after that sets forth good faith estimates of the Closing Date, Sellers will prepare an adjusted balance sheet for Indebtedness and Closing Expenses and the Newspaper resulting adjustment calculated in accordance with Section 2.4(a) (the “Closing Date Balance SheetEstimated Adjustment”) as of the close of business on ). The Initial Purchase Price payable at the Closing Date, reflecting the adjustments as provided in this Section 1.6 and showing 2.1(b) shall be reduced by the recalculation of adjustments reflected on the Preliminary Balance Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and the calculation thereofEstimated Adjustment. 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. (ii) Within 120 days after the Closing Date, final adjustments pursuant Purchaser will prepare and deliver to this Section 1.6 and any required refund or payment shall be made on the basis Sellers its calculation (the “Closing Adjustment Calculation”) of the Closing Date Balance Sheet Indebtedness and Closing Expenses as of the Effective Time and showing the recalculation, if any, of adjustments reflected on the Preliminary Adjustment Calculation, in each case calculated in accordance with Section 2.4(a). The Sellers shall have 60 days to review the Closing Adjustment Calculation. The Sellers shall be deemed to have accepted the determination set forth in the Closing Adjustment Calculation, which shall be final and binding on all Parties, unless within 60 days after receipt of the Closing Adjustment Calculation the Required Sellers notify Purchaser in writing of the Required Sellers’ objection to the Closing Adjustment Calculation, which notice shall set forth the Required Sellers’ proposed Closing Adjustment Calculation (the “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 belowObjection Notice”). If any dispute arises over the amount Required Sellers timely provide an Adjustment Objection Notice, Purchaser shall promptly meet with Representatives of the Required Sellers and attempt in good faith to be refunded or paid, reach a resolution of such refund or payment shall nonetheless be promptly made to the extent such amount is not in disputedisagreement. If 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 any such dispute cannot be resolved by Purchaser and the parties Required Sellers within 30 days thereafterafter the delivery of the Adjustment Objection Notice, it the dispute shall be referred to a mutually satisfactory independent public accounting firm the Accounting Firm. The Required Sellers, on the one hand, and Purchaser, on the other hand, each shall - 14 - submit its determination of national stature which has not been employed by either party for the two years preceding the Closing DateAdjustment 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 Adjustment Calculation and Purchaser’s determination of the Closing Adjustment 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 such firm the Accounting Firm shall be conclusive final and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days Party, including all of such determinationthe Sellers. The fees and expenses of such firm the Accounting Firm shall be shared split equally by each party.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 2.4(b) for resolving disputes with respect to the Closing 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. (c)

Adjustment Calculations. Three The Estimated Net Working Capital and Closing Date Net Working Capital will be calculated as follows: (3i) business days The Company and the Sellers shall deliver to Purchaser not less than two Business Days prior to the anticipated Closing Date, to the extent practicable, the adjustments provided in this Section 1.6 shall be made to the Base Purchase Price on the basis Date an estimated balance sheet of the then most recently available financial statements Company prepared as of the NewspaperEffective 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 the Newspaper 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 - 12 - 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 Sellers73.1% 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 90 120 days after the Closing Date, Sellers Purchaser will prepare an adjusted and deliver to the Sellers the balance sheet for of the Newspaper Company prepared as of the Effective Time, which shall be reflected on a statement (the “Closing Date Balance Sheet”) as 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 close example set forth in Exhibit C (so long as such preparation and calculation is in accordance with the definition of business on the Closing DateDate Net Working Capital), reflecting the adjustments provided in this Section 1.6 and showing the recalculation 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, along 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 necessary for Buyer’s understanding 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 the calculation thereof. Sellers and their accountants will provide BuyerPurchaser’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 determination of the Closing Date Balance Sheet (Sheet. The Parties shall cause the “Adjustment Payment Date,” provided that if any amounts are in dispute, Accounting Firm to make a determination within 30 days after submission of the Adjustment Payment Date for dispute to the disputed amounts Accounting Firm. The determination of the Accounting Firm shall be final and binding on each Party, including all of the date payment is required to be made as required below)Sellers. If any dispute arises over The fees and expenses of 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 75 days of receiving the Closing Date Balance Sheet that Buyer disputes the information contained therein, then Buyer Accounting Firm shall be deemed to 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 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 the parties within 30 days thereafter, it shall be referred 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 a mutually satisfactory independent public accounting firm of national stature which has not been employed by either party for enforce the two years preceding the Closing Date. The determination of such firm shall be conclusive and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of such determinationthe Accounting Firm. The fees of such firm shall be shared equally by each party.(c)

Adjustment Calculations. Three (3) business days prior to the Closing 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 then most recently available financial statements of the Newspaper, which shall be reflected on a preliminary balance sheet for the Newspaper (the “Preliminary Balance Sheet”) prepared by Sellers. Within 90 days after the Closing Date, Sellers will prepare an adjusted balance sheet for the Newspaper (the “Closing Date Balance Sheet”) 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 Sheet, along with back-up materials necessary for Buyer’s understanding of the Closing Date Balance Sheet and the calculation 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 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 Closing Date Balance Sheet (the “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 within 75 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 75 30 days of receiving it, and if such dispute cannot be resolved by the parties within 30 days thereafter, 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 two years preceding the Closing Date. The determination of such firm shall be conclusive and binding on each party and any required payment or refund in accordance therewith shall be made in immediately available funds within 10 days of such determination. The fees of such firm shall be shared equally by each party.