Common use of Adjustment to Purchase Price Clause in Contracts

Adjustment to Purchase Price. (a) As soon as reasonably practicable following Closing, the Company shall prepare the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer (i) the Closing Balance Sheet; and (ii) based on the Closing Balance Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities of the Company as shown on the Closing Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet and (D) one-half of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting Firm.

Adjustment to Purchase Price. The amount of timber contemplated to be harvested from the Timberlands by Seller during Seller's fiscal year commencing October 1, 1997 is set forth on a harvesting forecast (a"1998 Harvesting Forecast") As soon as reasonably practicable following Closing, the Company shall prepare the Closing Balance Sheet and provide it to the Buyer and the Sellers for review amount of timber contemplated to be harvested by Seller during Seller's fiscal year commencing October 1, 1998 is set forth on a harvesting forecast ("1999 Harvesting Forecast"), and commentseach is attached hereto as Schedule 2.2. As soon as reasonably practical Immediately following the Closing (but not later than May 15Date, 2003)Purchaser and its accountants shall be provided with reasonable access to all of Seller's books, one records, accounting and other documents reasonably necessary to confirm the actual amount of timber harvested from the regional accounting firms listed on Schedule 2.4 heretoperiod commencing October 1, which Buyer 1997 through the Closing Date. In the event that, based upon Purchaser's review of such books, records and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm")documents, such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer Purchaser determines that (i) the Closing Balance Sheet; actual amount of timber harvested (by volume, product mix or method (clear cut and partial harvest)) until the date hereof exceeded the amount contemplated to be harvested pursuant to the 1998 Harvesting Forecast by more than five percent (5%), or (ii) based on the actual amount of timber harvested by volume or method (clear cut and partial harvests) from the date hereof until the Closing Balance SheetDate exceeded the amount contemplated to be harvested pursuant to the 1999 Harvesting Forecast by more than one percent (1%), Purchaser shall submit a calculation harvesting report ("Harvesting Report") to Seller setting forth the basis for this determination. Seller shall have 10 days to review the Harvesting Report and to deliver a notice of any dispute regarding the determination made by Purchaser ("Harvesting Dispute Notice"). In the event that Seller does not deliver a Harvesting Dispute Notice within such period, the Harvesting Report shall be deemed accepted by Seller, and Seller shall pay to Purchaser, within two (2) business days of the dollar expiration of such review period, an amount equal to the fair market value of the Tangible Assets of the Company minus (A) the total liabilities of the Company such excess harvested timber as shown on the Closing Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet Date (based on volume, product mix or method (clear cut and (Dpartial harvest)) one-half offset by any undercut of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value")product mix. The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm Such payment shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate made by wire transfer of immediately available funds in all meetings and communications with the Selected Accounting FirmU.S. dollars.

Adjustment to Purchase Price. (a) The Closing Merger Consideration shall be adjusted by reference to the Closing Date Balance Sheet as finally determined pursuant to this Section. Immediately prior to the Closing Date, PBBC will perform a physical inventory of PBBC; provided, that Sleepmaster and its representatives may participate in any such physical inventory. As soon as reasonably practicable following Closing, the Company shall prepare after the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical Date (but in no event later than 60 days following the Closing (but not later than May 15, 2003Date), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer Surviving Corporation and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit Sleepmaster will prepare and deliver to the Shareholders' Representative a statement of PBBC's Net Working Capital as at the opening of business on the Closing Date determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement (the "Draft Closing Date Balance Sheet"). The Surviving Corporation and Sleepmaster will prepare the Buyer Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the most recent audited balance sheet included within the Historical Balance Sheets (as defined in Section 4.2) 20 of PBBC; provided, that (i) the assets, liabilities, gains, losses, revenues and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Draft Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent audited balance sheet included within the Historical Balance Sheets; (ii) a reserve for doubtful accounts receivable of Forty Thousand Dollars ($40,000) shall be established and agreed to for the Draft Closing Balance Sheet (the "Accounts Receivable Reserve"); (iii) all Company Expenses shall be accrued for and shall be recorded on the Draft Closing Balance Sheet; and (iiiv) based on all known arithmetic errors shall be taken into account in the preparation of the Draft Closing Balance Sheet. With respect to the preparation of the Draft Closing Balance Sheet, a calculation no change in accounting principles shall be made from those utilized in preparing the Historical Balance Sheets, including, without limitation, with respect to the nature of accounts, or the determination of the dollar value level of reserves or level of accruals. For purposes of the Tangible Assets preceding sentence, a "change in accounting principles" includes all changes in accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as all changes in practices, methods, conventions or assumptions (unless required by objective changes in underlying events) utilized in making accounting estimates. All effects of purchase accounting principles (A.P.B. 16 and/or 17 and EITF 88-16 and FASB 109) and all adjustments for transaction expenses in connection with this Agreement shall be excluded for purposes of preparation of the Company minus Draft Closing Balance Sheet. The Surviving Corporation and Sleepmaster will make the work papers and backup materials used in preparing the Draft Closing Date Balance Sheet available to the Representative and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the total liabilities review by the Representative of the Company as shown on the Draft Closing Date Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet and (D) one-half of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared resolution by the Selected Accounting Firm shall be provided to Surviving Corporation, Sleepmaster and the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting FirmRepresentative of any objections thereto.

Adjustment to Purchase Price. (a) As soon as reasonably practicable following ClosingNo later than the close of business of the sixth (6th) Business Day preceding the Closing Date, the Company Seller shall prepare in good faith, at the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15Seller’s expense, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer a written statement setting forth: (i) a balance sheet of the Closing Company (the “Preliminary Balance Sheet; and ”), (ii) based the Seller’s good-faith calculations (in reasonable detail) of the estimated Net Working Capital of the Company (the “Estimated Closing Date Net Working Capital”) and the estimated Net Indebtedness of the Company (the “Estimated Closing Date Net Indebtedness”) and (iii) on the Closing Balance Sheetbasis of the foregoing, a calculation of the dollar value Estimated Closing Date Consideration (together with the balance sheet referred to in clause (i) and the calculations referred to in clause (ii) above, the “Preliminary Closing Statement”), in each case, (x) as of the Tangible Assets close of the Company minus (A) the total liabilities of the Company as shown business on the Closing Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal Date without giving effect to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred to be made in connection with the audit Closing and (y) in the case of the Closing Preliminary Balance Sheet and (D) one-half the calculation of Estimated Closing Date Net Working Capital, prepared in accordance with the Accounting Policies. When the Seller delivers the Preliminary Closing Statement, the Seller shall also deliver to the Buyer a certificate signed by the Chief Financial Officer of the total amount of Seller, acting in such capacity, certifying that the Tax Assets and (E) any deferred tax asset arising from Preliminary Closing Statement was prepared in accordance with the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"procedures set forth in this ‎Section 1.2(a). The Selected Accounting Firm shall audit In the event that Buyer notifies the Seller of any objection (which objections, if any, may reference only disagreements (A) based on mathematical errors or (B) regarding whether the Estimated Closing Balance Sheet and shall provide an opinion whether Date Consideration, or not the components thereof, as reflected on the Preliminary Closing Balance Sheet has been determined Statement were calculated in accordance with this Agreement ‎Section 1.2 and GAAP the applicable definitions) to the Preliminary Closing Statement no later than four (4) Business Days prior to the Closing Date, Buyer and the Seller shall discuss such objections in good faith and the Seller will, in good faith and after taking into account the discussion between the Seller and the Buyer, revise and re-deliver the Preliminary Closing Statement no later than three (3) Business Days prior to Closing to reflect the results of such discussion (which revised and redelivered Preliminary Closing Statement shall serve as the Preliminary Closing Statement for all purposes under this Agreement). Seller shall, and shall calculate cause the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to Company to, promptly provide all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared supporting documentation reasonably requested by the Selected Accounting Firm shall be provided to Buyer in connection with the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with Parent’s review of the Selected Accounting FirmPreliminary Closing Statement.

Adjustment to Purchase Price. No later than thirty (a30) As soon as reasonably practicable following Closingdays after the Closing Date, the Company Buyer shall prepare the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer Parent (i) the Closing Balance Sheet; and (ii) based on the Closing Balance Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities an unaudited consolidated balance sheet of the Company as shown of the Saturday prior to the Closing Date prepared in accordance with GAAP, giving effect for any transactions or operations occurring on or before the Closing Date (the "Closing Balance Sheet"), excluding Indebtedness(ii) a calculation of (A) Net Working Capital, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and Debt Amount, (C) one-half the LTIP Amount, (D) the Capitalized Lease Amount and (E) the Tax Amount, in each case as of the expenses incurred Closing Date and (iii) a certificate (the "Purchase Price Certificate") setting forth a proposed final Purchase Price subject to the adjustments provided in connection with Section 2.2(a) (the audit "Proposed Final Purchase Price") which shall be calculated as (A) Four Hundred Fifty Million Dollars ($450,000,000), minus (B) the Working Capital Deficit (if any), plus (C) the Net Working Capital Excess (if any), minus (D) the Debt Amount, minus (E) the LTIP Amount, minus (F) the Capitalized Lease Amount, minus (G) the Tax Amount. Buyer will furnish and cause the Company to furnish to Parent and its advisors access (and if requested, copies) of such documents, financial records, work papers, financial management personnel and other information as Parent may request that are available to or obtainable by Buyer or the Company and reasonably deemed relevant by Parent to the preparation of the Closing Balance Sheet and Purchase Price Certificate. If within thirty (D30) one-half days following delivery of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and the Purchase Price Certificate, Parent has not given Buyer written notice of its objection thereto (such notice must contain a statement of the basis of Parent's objection), then Parent shall provide an opinion whether or not be deemed to have accepted and agreed to the Closing Balance Sheet has been and the Purchase Price Certificate, and the Proposed Final Purchase Price shall be deemed to be the Purchase Price as required to be adjusted per Section 2.2(a). If Parent gives such notice of objection, then Buyer and Parent shall cooperate with each other in an effort to come to an agreement on the matters which are in dispute. If such dispute cannot be resolved within thirty (30) days of Buyer's receipt of Parent's notice of objection, then the issues in dispute will be submitted to the Accountants for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Parent will each bear one-half (1/2) of the fees and expenses of the Accountants for such determination. The Final Purchase Price shall be deemed to be the final Purchase Price (subject to and as required to be adjusted pursuant to Section 2.2(a)) determined in accordance with this Agreement Section 2.2(d), whether by the failure of Parent to provide a notice of objection to the Proposed Final Purchase Price, by resolution of all disputes by Buyer and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records Parent or by determination of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting FirmAccountants.

Adjustment to Purchase Price. No later than thirty (a30) As soon as reasonably practicable following Closingdays after the Closing Date, the Company Buyer shall prepare the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer Parent (i) the Closing Balance Sheet; and (ii) based on the Closing Balance Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities an unaudited consolidated balance sheet of the Company as shown on of the Saturday prior to the Closing Balance SheetDate prepared in accordance with GAAP, excluding Indebtednessgiving effect for any transactions or operations occurring on or before the Closing Date (the "CLOSING BALANCE SHEET"), and (ii) a calculation of (A) Net Working Capital, (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and Debt Amount, (C) one-half the LTIP Amount, (D) the Capitalized Lease Amount and (E) the Tax Amount, in each case as of the expenses incurred Closing Date and (iii) a certificate (the "PURCHASE PRICE CERTIFICATE") setting forth a proposed final Purchase Price subject to the adjustments provided in connection with SECTION 2.2(a) (the audit "PROPOSED FINAL PURCHASE PRICE") which shall be calculated as (A) Four Hundred Fifty Million Dollars ($450,000,000), MINUS (B) the Working Capital Deficit (if any), PLUS (C) the Net Working Capital Excess (if any), MINUS (D) the Debt Amount, MINUS (E) the LTIP Amount, MINUS (F) the Capitalized Lease Amount, MINUS (G) the Tax Amount. Buyer will furnish and cause the Company to furnish to Parent and its advisors access (and if requested, copies) of such documents, financial records, work papers, financial management personnel and other information as Parent may request that are available to or obtainable by Buyer or the Company and reasonably deemed relevant by Parent to the preparation of the Closing Balance Sheet and Purchase Price Certificate. If within thirty (D30) one-half days following delivery of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and the Purchase Price Certificate, Parent has not given Buyer written notice of its objection thereto (such notice must contain a statement of the basis of Parent's objection), then Parent shall provide an opinion whether or not be deemed to have accepted and agreed to the Closing Balance Sheet has been and the Purchase Price Certificate, and the Proposed Final Purchase Price shall be deemed to be the Purchase Price as required to be adjusted per SECTION 2.2(a). If Parent gives such notice of objection, then Buyer and Parent shall cooperate with each other in an effort to come to an agreement on the matters which are in dispute. If such dispute cannot be resolved within thirty (30) days of Buyer's receipt of Parent's notice of objection, then the issues in dispute will be submitted to the Accountants for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Parent will each bear one-half (1/2) of the fees and expenses of the Accountants for such determination. The Final Purchase Price shall be deemed to be the final Purchase Price (subject to and as required to be adjusted pursuant to SECTION 2.2(a)) determined in accordance with this Agreement SECTION 2.2(d), whether by the failure of Parent to provide a notice of objection to the Proposed Final Purchase Price, by resolution of all disputes by Buyer and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records Parent or by determination of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting FirmAccountants.

Adjustment to Purchase Price. (a) As soon as reasonably practicable following Closingpracticable, but no later than 45 days after the Closing Date, the Company Buyer shall prepare the Closing Balance Sheet cause to be prepared and provide it delivered to the Buyer and Seller the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer (i) the Closing Balance Sheet; and (ii) based on the Closing Balance Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities audited balance sheet of the Company as shown of March 31, 2002, accompanied by the report on the balance sheet of BDO Xxxxxxx, LLP (the balance sheet as of March 31, 2002 being referred to as the "March 31, 2002 Financial Statements") and the audited balance sheet of the Company as of the Closing Date, accompanied by the report on the balance sheet of BDO Xxxxxxx, LLP (the balance sheet as of the Closing Date being referred to as the "Closing Date Financial Statements"). The March 31, 2002 Financial Statements and the Closing Date Financial Statements shall be accompanied by a certificate (the "Working Capital Adjustment Certificate") setting forth in reasonable detail the Buyer's calculation of the March 31, 2002 Accounts Payable, the March 31, 2002 Accounts Receivable, the March 31, 2002 Inventory, the Closing Date Accounts Payable, the Closing Date Accounts Receivable, the Closing Date Inventory and the Closing Indebtedness; provided, however, that solely for the purpose of preparing the Working Capital Adjustment Certificate and without limiting the Buyer's rights under this Agreement, all inventory of the Company will be assumed to be saleable in the lawful and ordinary business of the Company and all accounts receivable of the Company will be assumed to be current and collectible in amounts not less than the aggregate amount thereof. The March 31, 2002 Financial Statements shall (x) fairly present the financial position of the Company as at the close of business on March 31, 2002 in accordance with GAAP (except that the March 31, 2002 Financial Statements shall not include footnotes) and (y) be prepared in accordance with the accounting policies and practices used in preparing the December 31, 2001 Balance Sheet. The Closing Date Financial Statements shall (x) fairly present the financial position of the Company as at the close of business on the Closing Balance Sheet, excluding Indebtedness, Date in accordance with GAAP (except that the Closing Date Financial Statements shall not include footnotes) and (By) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred be prepared in connection accordance with the audit of accounting policies and practices used in preparing the Closing December 31, 2001 Balance Sheet and (Dz) one-half be based on a full physical count of the total amount inventories of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. Company as of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting FirmDate.

Adjustment to Purchase Price. (a) As soon as reasonably practicable following ClosingWithin sixty (60) days after the Closing Date, the Company Buyer shall prepare the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the ShareholdersSellers' Representative a statement (the "Closing Statement") calculating Working Capital (as defined below) as of the Closing Date, which statement shall be prepared in accordance with GAAP consistently applied, and otherwise consistent with the methodology used to prepare the Base Balance Sheet (as defined below). Unless the Sellers' Representative delivers the Dispute Notice (as defined below) within thirty (30) days after receipt of the Closing Statement, such Closing Statement shall be deemed the "Final Closing Statement," shall be binding upon all parties and shall not be subject to dispute or review. The Sellers' Representative and its agents will have reasonable access to the work papers and personnel used by Buyer (i) in preparing the Closing Balance Sheet; Statement. If the Sellers' Representative disagrees with the Closing Statement, the Sellers' Representative may, within thirty (30) days after receipt thereof, notify Buyer in writing, which notice shall provide reasonable detail of the nature and (ii) based basis of each disputed item on the Closing Balance SheetStatement, a calculation including supporting documentation (the "Dispute Notice"). The Sellers' Representative and Buyer shall first use commercially reasonable efforts to resolve such dispute between themselves and, if the parties are able to resolve such dispute, the Closing Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the "Final Closing Statement" and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. If the parties fail to resolve the dispute within thirty (30) days after receipt by Buyer of the dollar value of Dispute Notice, the Tangible Assets of parties shall submit the Company minus dispute to Deloitte & Touche LLP at such firm's Boston, Massachusetts office (A) the total liabilities of the Company "Accountants"). The Accountants shall act as shown experts and not arbiters and shall determine only those items in dispute on the Closing Balance SheetStatement as reflected on the Dispute Notice. Promptly, excluding Indebtednessbut no later than thirty (30) days after engagement, the Accountants shall deliver a written report to the Sellers' Representative and (B) $180,000 which is equal Buyer as to one-half the resolution of the remaining PTI non-compete payments disputed items and (C) one-half the resulting calculation of Working Capital as of the Closing Date. The Closing Statement as determined by the Accountants shall be deemed the "Final Closing Statement," shall be conclusive and binding upon all parties and shall not be subject to dispute or review. All fees and expenses incurred of the Accountants in connection with the audit resolution of the Closing Balance Sheet disputes pursuant to this Section 1.11(a) will be allocated between the Sellers, on the one hand, and Buyer, on the other, in the same proportion that the aggregate dollar amount of disputed items so submitted to the Accountants that is unsuccessfully disputed by such party (Das finally determined by the Accountants) one-half of bears to the total dollar amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting Firmdisputed items so submitted.

Adjustment to Purchase Price. (a) As soon as reasonably practicable following Closingthe Closing Date, and in any event within one hundred eighty (180) calendar days thereof, the Company Acquiror shall prepare and deliver to the Company a statement (the “Closing Date Statement”) that shall include and set forth (i) an unaudited consolidated balance sheet of the Company as of 11:59 p.m., New York City time, on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (ii) a calculation of (A) the Cash (the “Closing Cash”), (B) the Net Working Capital (the “Closing Date Net Working Capital”), (C) the Transaction Expenses (the “Closing Transaction Expenses”) and (D) the Insurance and Utility Amount (the “Closing Insurance and Utility Amount”), in each case, calculated as of 11:59 p.m., New York City time, on the day immediately prior to the Closing Date. The Closing Date Statement shall be prepared in accordance with GAAP and consistently with the accounting principles and methodologies used to prepare the Financial Statements and, in the case of Net Working Capital, the sample calculation set forth on Exhibit A, not taking into account any of the transactions contemplated hereby; provided, that any variable revenues and costs associated with printing and distributing the print version of the Newspaper with an issue date of the Closing Date shall be calculated based on the issue date and as of the Closing Date; and provided further that, notwithstanding GAAP or the accounting principles and methodologies used to prepare the Financial Statements, the Agreed Amounts will be included in the Closing Date Statement, the Closing Balance Sheet and provide it to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer (i) the Closing Balance Sheet; and (ii) based on the Closing Balance Sheet, a calculation of the dollar value Closing Date Net Working Capital at such agreed amounts without adjustment. Following the Closing, the Acquiror shall provide (subject to the execution of customary work paper access letters and confidentiality agreements, if requested) the Tangible Assets Sellers’ Representative and its Representatives access to the records, properties, personnel and auditors of the Company minus (A) relating to the total liabilities preparation of the Closing Date Statement and the calculation of the Closing Cash, the Closing Date Net Working Capital, the Closing Transaction Expenses and the Closing Insurance and Utility Amount set forth therein and shall cause the personnel of the Company as shown on (and use reasonable efforts to cause the Closing Balance Sheet, excluding Indebtedness, Company’s auditors) to cooperate with the Sellers’ Representative and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred its Representatives in connection with the audit their review of the Closing Balance Sheet and (D) one-half Date Statement. For purposes of the total amount of the Tax Assets Closing Date Statement, consideration will not be given to events occurring after, and (E) any deferred tax asset arising from the bonus to R. John Chapelnew information that becomes available after, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting FirmDate.

Adjustment to Purchase Price. (a) As soon as reasonably practicable following ClosingNot later than three (3) Business Days prior to the Closing Date, the Company shall prepare the Closing Balance Sheet and provide it delivered to the Buyer a certificate signed by an officer of the Company, the Seller and the Sellers for review and comments. As soon as reasonably practical following Sellers’ Representative setting forth the Closing (but not later than May 15, 2003), one Company’s good faith estimate of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer (i) the aggregate amount of unpaid Indebtedness as of the Closing Balance Sheet; (the “Estimated Indebtedness”), together with payoff letters and wire transfer instructions from the applicable creditors (the “Discharges”), (ii) based on the Closing Balance Sheet, a calculation aggregate amount of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities of the Company unpaid Transaction Payments as shown on the Closing Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet and (D) one-half the “Estimated Transaction Payments”), together with wire transfer instructions for each recipient of the total amount Estimated Transaction Payments, (iii) the Net Working Capital as of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 Closing (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value “Estimated Net Working Capital”) prepared in accordance with this Agreement. The parties each agree to grant reasonable access to all records , (iv) the Cash as of the Company, to each other and to Closing (the Selected Accounting Firm, “Estimated Cash”) (v) the balance sheet for purposes the Company as of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing Closing (the “Estimated Closing Balance Sheet”), and (vi) the amount of the Closing Payment and the related flow of funds to the Seller or any other Persons pursuant to the transactions contemplated by this Agreement (including wire transfers with respect thereto) (collectively, the “Flow of Funds Memorandum”). All documents prepared The Closing Base Consideration will be adjusted by the Selected Accounting Firm shall be provided to Estimated Spread at the Buyer and Sellers and Buyer and Sellers mayClosing either (x) upward by an amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital or (y) downward by an amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital (such amount in (x) or (y), at their option, participate in all meetings and communications with as applicable the Selected Accounting Firm“Closing Adjustment”).

Adjustment to Purchase Price. (a) As soon as reasonably practicable following Closing, Seller has delivered or caused to be delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s reasonable good faith estimate of (i) a consolidated balance sheet of the Company shall prepare and the Subsidiaries as of the Calculation Time (the “Estimated Closing Balance Sheet”), (ii) a calculation of the Net Working Capital of the Company and the Subsidiaries as of the Calculation Time (the “Estimated Closing Net Working Capital”), (iii) a calculation of the Cash of the Company and the Subsidiaries as of immediately prior to the Closing Balance Sheet and provide it to (the Buyer “Estimated Closing Cash Balance”), (iv) a calculation of the Indebtedness of the Company and the Sellers for review and comments. As soon Subsidiaries as reasonably practical following of immediately prior to the Closing (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree calculated to jointly solicit and select immediately after Closing ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and the Buyer (i) include any amounts that only become payable if the Closing Balance Sheet; occurs) (the “Estimated Closing Indebtedness Amount”) and (iiv) based on the Closing Balance Sheet, a calculation of the dollar value Seller Transaction Expenses as of the Tangible Assets of the Company minus (A) the total liabilities of the Company as shown on immediately prior to the Closing Balance Sheet(but calculated to include any amounts that only become payable if the Closing occurs) (the “Estimated Seller Transaction Expenses”). The Estimated Closing Statement has been prepared in accordance with the Accounting Principles as interpreted, excluding Indebtednessin good faith, by Seller. It is understood that Buyer has not and (B) $180,000 which is equal does not waive any rights to one-half of take a contrary position to that reflected in the remaining PTI non-compete payments and (C) one-half of the expenses incurred Estimated Closing Statement in connection with the audit preparation of the Closing Balance Sheet and (D) one-half of the total amount of the Tax Assets and (E) Statement or any deferred tax asset arising from the bonus to R. John Chapelcalculation set forth therein, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value"). The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with for any other purpose under this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting Firmor otherwise.

Adjustment to Purchase Price. (a) As soon as reasonably practicable following ClosingNot later than one (1) Business Day prior to the Closing Date, the Company shall prepare the Closing Balance Sheet and provide it will deliver to the Buyer and the Sellers for review and comments. As soon as reasonably practical following the Closing (but not later than May 15, 2003), one a certificate signed by an officer of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing Company ("Selected Accounting Firm"), such approval by either party not to be unreasonably withheld, shall audit and deliver to the Shareholders' Representative and “Preliminary Statement”) setting forth the Buyer Company’s good faith estimate (including all calculations in reasonable detail) of (i) the Tangible Net Asset Value as of the close of business on the Business Day immediately preceding the Closing Date (the “Tangible Net Asset Value”), (ii) the balance sheet for the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Balance Sheet; and ”), (ii) based on the Closing Balance Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (Aiii) the total liabilities of the Company as shown on the Closing Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet and (D) one-half of the total amount of the Tax Assets and Cash (Ethat will not otherwise have been distributed pursuant to Section 2.6) any deferred tax asset arising from the bonus to R. John Chapel, Jr. as of the leased vehicle referred close of business on the Business Day immediately preceding the Closing Date. The Company will provide to on Exhibit E, Item 19 the Buyer immediately prior to Closing an update of the Preliminary Statement to reflect any events or occurrences (such as payment of accounts receivables or writing of checks) or other information that would make the "initially-delivered Preliminary Statement inaccurate in any material respects. The Company must prepare the Preliminary Statement and each element thereof by applying GAAP (as modified by the definition of “Tangible Net Asset Value")”) and, but only to the extent consistent with GAAP, in a manner consistent with the Company’s past accounting practices. The Selected Accounting Firm Preliminary Statement shall audit be subject to Buyer's written approval, and not later than one (1) day prior to the Closing, the Buyer shall identify any adjustments that it believes are required to the Preliminary Statement. If Seller disputes any such adjustments, Buyer and Seller shall use commercially reasonable efforts resolve such dispute. In the event the Buyer provides its written approval of the Preliminary Statement, the Purchase Price will be adjusted (up or down) at the Closing Balance Sheet and shall by the amount of the “Closing Adjustment,” equal to the estimated Tangible Net Asset Value set forth on the Seller’s updated Preliminary Statement minus the Target Tangible Net Asset Value. In the event that Buyer does not provide an opinion whether or not its written approval of the Preliminary Statement, the Closing Balance Sheet has been shall proceed subject to the fulfillment or waiver in accordance herewith of the conditions set forth in Article 8, and any adjustment to the Purchase Price with respect to Tangible Net Asset Value and/or Cash shall be determined in accordance with this Agreement Section 2.4(b) and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting Firm(c).

Adjustment to Purchase Price. The Purchase Price shall be adjusted as follows: 1. The Purchase Price shall be reduced if, and to the same extent that, the combined shareholders' equity of the Companies as finally determined in the Closing Date Balance Sheet (hereinafter defined) is less than One Million Five Hundred Fifty Thousand Dollars ($1,550,000). 2. The adjustment provided in paragraph (a) As soon as reasonably practicable above shall be calculated and determined pursuant to a combined balance sheet for the Companies prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied which eliminates all intercompany transactions (the "Closing Date Balance Sheet") and which shall be prepared by the Buyer promptly (but in no event more than fifteen (15) Business Days) following the Closing. (For purposes of this Agreement, "Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day when the Federal Government offices in Washington, D.C. are not open.) The Seller shall be furnished a Closing Date Balance Sheet promptly upon its preparation by the Buyer. After receipt of the Closing Date Balance Sheet, the Company Seller shall prepare have a reasonable period not to exceed fifteen (15) Business Days in which to review the Closing Date Balance Sheet. The Seller shall have full access to the financial records and other information used in the preparation of the Closing Date Balance Sheet. The determination of the Closing Date Balance Sheet and provide it the adjustment to the Purchase Price determined under paragraph (a) of Section 1.3, as calculated by the Buyer, shall become final and be binding on the Seller, unless the Seller delivers written notice of its objection to the Closing Date Balance Sheet to the Buyer within fifteen (15) Business Days following the date of the Buyer's delivery of the Closing Date Balance Sheet to the Seller. The written notice shall set forth in detail the items and calculations objected to (individually, a "Disputed Item" and collectively, the "Disputed Items") and the factual and the technical basis for each Disputed Item, and the Buyer and the Sellers Seller will seek in good faith, for review a period of fifteen (15) Business Days following delivery of the written notice, to resolve the Disputed Items. In the event such differences are not resolved during such fifteen (15) Business Day period, the Buyer and comments. As soon as reasonably practical following the Seller shall promptly deliver the Closing Date Balance Sheet to the Nashville, Tennessee office of KPMG Peat Marwick LLP (but not later than May 15, 2003), one of the regional accounting firms listed on Schedule 2.4 hereto, which Buyer and Sellers mutually agree to jointly solicit and select immediately after Closing ("Selected Accounting FirmReviewing Xxxx"), such approval by either party not which firm shall be engaged for the purpose of conducting a review of the Closing Date Balance Sheet (the fees and expenses of the Reviewing Firm to be unreasonably withheldshared equally between the Buyer and the Seller), and such review shall audit and deliver be limited to the Shareholders' Representative Disputed Items which have not been resolved by the parties. The Reviewing Firm shall issue a written report as promptly as possible, setting forth in reasonable detail its determination regarding the Disputed Items. The determination of the Reviewing Firm as to the Disputed Items concerning the Closing Date Balance Sheet and adjustment to Purchase Price shall be final and binding on the parties on the date said written report is delivered to the Seller and the Buyer (i) and the Closing Date Balance Sheet; Sheet shall become final and binding on the Buyer and the Seller on such date. Failure by the Seller to notify the Buyer of an objection to the Closing Date Balance Sheet during the time provided above shall result in it being final upon the expiration of that time period. 3. Notwithstanding the provisions of the foregoing paragraph (iib) or of GAAP, in determining the Closing Date Balance Sheet it is hereby expressly agreed by the parties hereto that the "Fixed Assets" in the balance sheet of the Companies as are attached hereto as Schedule 1.3(c) are accepted as accurate and that no adjustment shall be made based on the Closing Balance Sheet, a calculation of the dollar value of the Tangible Assets of the Company minus (A) the total liabilities of the Company as shown on the Closing Balance Sheet, excluding Indebtedness, and (B) $180,000 which is equal to one-half of the remaining PTI non-compete payments and (C) one-half of the expenses incurred in connection with the audit of the Closing Balance Sheet and (D) one-half of the total amount of the Tax Assets and (E) any deferred tax asset arising from the bonus to R. John Chapel, Jr. of the leased vehicle referred to on Exhibit E, Item 19 (the "Tangible Asset Value")such Fixed Assets. The Selected Accounting Firm shall audit the Closing Balance Sheet and shall provide an opinion whether or not the Closing Balance Sheet has been determined in accordance with this Agreement and GAAP and shall calculate the Tangible Asset Value in accordance with this Agreement. The parties each agree to grant reasonable access to all records of the Company, to each other and to the Selected Accounting Firm, for purposes of this Section, and to follow such procedures and make such submissions to the Selected Accounting Firm, as it may request in auditing the Closing Balance Sheet. All documents prepared by the Selected Accounting Firm shall be provided to the Buyer and Sellers and Buyer and Sellers may, at their option, participate in all meetings and communications with the Selected Accounting Firm.D.